Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (Opgen Inc), Agreement and Plan of Merger (Liposcience Inc), Agreement and Plan of Merger (Authentec Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporatedof organization and has all requisite corporate power and authority to carry on its business as presently conducted.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc), Agreement and Plan of Merger (Wsi Industries, Inc.), Agreement and Plan of Merger (Cti Group Holdings Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedState of Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. Each of Parent and Merger Sub has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.
Appears in 6 contracts
Samples: Stockholders' Agreement (Usa Interactive), Stockholder Agreement (Bayard Drilling Technologies Inc), Stockholders' Agreement (Udate Com Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Invitae Corp), Agreement of Merger (Brooks Automation Inc), Confidential Treatment Requested (Dare Bioscience, Inc.)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated and has all requisite corporate power and authority to carry on its business as now being conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc), Agreement and Plan of Merger (CFC International Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of its respective state of incorporation and has the jurisdiction in which it is incorporatedrequisite corporate power and authority to carry on its business as now being conducted.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ameriserve Food Distribution Inc /De/), Agreement and Plan of Merger (Onex Corp), Agreement and Plan of Merger (Prosource Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Engelhard Corp), Agreement and Plan of Merger (Pilgrims Pride Corp), Agreement and Plan of Merger (Iron Acquisition Corp)
Organization, Standing and Corporate Power. (a) Each of Parent and Merger Sub is a corporation legal entity duly organized, validly existing and in good standing under the Laws Law of the its respective jurisdiction in which it is incorporatedof organization and has all requisite corporate or limited liability company, as applicable, power and authority to carry on its business as presently conducted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Valero Energy Partners Lp)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedorganized and has the requisite corporate power and authority to carry on its business as now being conducted.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Virage Inc), Agreement and Plan of Merger (Autonomy Corp PLC)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedformed or incorporated and has all requisite corporate power and authority to enter into and perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aki Inc), Agreement and Plan of Merger (Von Hoffmann Holdings Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Snyder's-Lance, Inc.), Agreement and Plan of Merger (Campbell Soup Co)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated.State of
Appears in 2 contracts
Samples: Stockholder Agreement (Bayard Drilling Technologies Inc), Stockholder Agreement (Bayard Drilling Technologies Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporated.of incorporation and has all corporate power and authority required to own, lease and operate its assets and properties and to carry on its business as currently
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing standing, or local law equivalent, under the Laws laws of the jurisdiction in which it is incorporatedorganized and has the requisite corporate power and authority to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Agreement and Plan of Merger (QRS Corp)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedState of California and has the requisite corporate power and authority to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hytek Microsystems Inc), Agreement and Plan of Merger (Natel Engineering Company, Inc.)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedformed and has all requisite power and authority to carry on its business as now being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (NWH Inc)
Organization, Standing and Corporate Power. Each of Parent and ------------------------------------------ Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Cayenne Software Inc)
Organization, Standing and Corporate Power. Each of Parent ------------------------------------------ and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Sterling Software Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedincorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Merger Sub has delivered to Company true, complete and correct copies of its certificate of incorporation and bylaws, in each case, as amended to the date of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abt Building Products Corp), Agreement and Plan of Merger (Louisiana Pacific Corp)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing (to the extent such concept is relevant in such jurisdiction) under the Laws of the jurisdiction in which it is incorporatedof its incorporation, and has the requisite power and authority necessary to own, lease and operate its properties and to carry on its business as currently conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CHS Inc), Agreement and Plan of Merger (Newport Corp)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated and has all requisite power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Duratek Inc), Agreement and Plan of Merger (EnergySolutions, Inc.)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing (or equivalent status, to the extent such concept exists) under the Laws of the jurisdiction in which it is incorporatedstate of its incorporation, formation or organization, as the case may be, and has all requisite corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc)
Organization, Standing and Corporate Power. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedState of Delaware.
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated.
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedincorporated and has all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as now being conducted. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary.
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedincorporated and has all requisite corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedorganized and has the requisite corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentigen Holding Corp)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedorganized, with the requisite corporate power and authority to conduct its business as it is now being conducted. Merger Sub is wholly-owned by Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Datawave Systems Inc)
Organization, Standing and Corporate Power. Each of Parent , Acquiring Corp. and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of its respective jurisdiction of incorporation and has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which it is incorporated.the nature of its business or the ownership, leasing or
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and ------------------------------------------ Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedincorporated and has the requisite corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sterling Software Inc)
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporatedDGCL.
Appears in 1 contract
Organization, Standing and Corporate Power. Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the its jurisdiction in which it is incorporatedof organization and has all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aimmune Therapeutics, Inc.)
Organization, Standing and Corporate Power. Each of Acquiror, Parent and Merger Sub is a corporation or other legal entity duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporatedorganized and has the requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Royal Appliance Manufacturing Co)
