Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Merger Agreement (Superior Silver Mines Inc), Merger Agreement (Applied Digital Solutions Inc), Merger Agreement (Digital Angel Corp)
Organization, Standing and Authority. The Company is a corporation, duly organized, validly incorporated and an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all the States of the United States and each foreign jurisdiction (with respect to jurisdictions which recognize such concept) where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 5 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Ubs Ag), Merger Agreement (Ubs Americas Inc)
Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. The Company has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as now conducted.
Appears in 4 contracts
Samples: Merger Agreement (Bancorp Connecticut Inc), Merger Agreement (Bay State Bancorp Inc), Merger Agreement (Abington Bancorp Inc)
Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, Delaware and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 2 contracts
Samples: Merger Agreement (Royal Bank of Canada \), Merger Agreement (Admiralty Bancorp Inc)
Organization, Standing and Authority. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensedqualified, except for those jurisdictions in which where failure to do so has not, or could qualify would not reasonably be expected to have a Material Adverse Effect. The Company has in effect all Company Permits necessary for it to own or lease its properties and assets and to carry on its business as now conducted.
Appears in 2 contracts
Samples: Merger Agreement (PEM Holding Co.), Merger Agreement (Penn Engineering & Manufacturing Corp)
Organization, Standing and Authority. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all the states of the United States and any foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 2 contracts
Samples: Merger Agreement (Eldorado Bancshares Inc), Merger Agreement (Quick & Reilly Group Inc /De/)
Organization, Standing and Authority. The Company is a ------------------------------------ corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 1 contract
Samples: Agreement and Plan of Combination (Dime Bancorp Inc)
Organization, Standing and Authority. The Company has been duly ------------------------------------ incorporated and is a corporation, duly organized, validly an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions the states of the United States and each foreign jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. Each of the Company and its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as it is now conducted.
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Organization, Standing and Authority. The Company is a corporation, corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and is duly qualified or licensed has the corporate power and authority to do business operate the Business and is in good standing in all jurisdictions where its ownership or leasing of property or to own and lease the assets or used therein as contemplated by this Agreement and the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse EffectRelated Documents.
Appears in 1 contract
Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all the jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 1 contract
Samples: Merger Agreement (Popular Inc)
Organization, Standing and Authority. The Company has been duly incorporated and is a corporation, duly organized, validly an existing and corporation in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions the states of the United States and each foreign jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. Each of the Company and its Subsidiaries has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as it is now conducted.
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Organization, Standing and Authority. The Company is a duly organized corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, . The Company (i) has full corporate power and authority to carry on its business as now conducted and (ii) is duly licensed or qualified or licensed to do business and is in good standing in all jurisdictions of the United States and foreign jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it such licensing or qualification, except where the failure to be so licensed or qualified or licensed, except for those jurisdictions in which failure to do so has not, or could would not reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Prime Foods Development Corp)
Organization, Standing and Authority. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified or licensed to do business and is in good standing in all jurisdictions where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified or licensed, except for those jurisdictions in which failure to do so has not, or could not reasonably be expected to have a Material Adverse Effectqualified.
Appears in 1 contract
Organization, Standing and Authority. The Company is a corporation, duly organized, ------------------------------------ validly existing and in good standing under the laws of the State of Delaware, and . The Company is duly qualified or licensed to do business and is in good standing in all jurisdictions each jurisdiction where its ownership or leasing of property or assets or the conduct of its business requires it to be so qualified qualified. The Company has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or licensed, except for those jurisdictions in which failure lease its properties and assets and to do so has not, or could not reasonably be expected to have a Material Adverse Effectcarry on its business as now conducted.
Appears in 1 contract