Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. The Company 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 4 contracts
Samples: Stockholders Agreement (Atrium Pg Acquisition Corp), Stockholders Agreement (Nortek Inc), Stockholders Agreement (Ply Gem Industries Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, with adequate corporate power Delaware and authority to own its properties and carry on its business as presently conducted. The Company has the all requisite 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 4 contracts
Samples: Merger Agreement (Black Knight Financial Services, Inc.), Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.)
Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, with adequate corporate power Delaware and authority to own its properties and carry on its business as presently conducted. The Company has the all requisite 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 3 contracts
Samples: Merger Agreement (Susser Holdings CORP), Merger Agreement (Susser Holdings CORP), Merger Agreement (Suncom Wireless Holdings, Inc.)
Organization, Standing and Corporate Power. (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State state of Delaware, with adequate corporate power Delaware and authority to own its properties and carry on its business as presently conducted. The Company has the corporate all requisite power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Susser Holdings CORP), Merger Agreement (Susser Holdings CORP)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted and as currently proposed by its management to be conducted. The Company 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.Each
Appears in 2 contracts
Samples: Merger Agreement (I2 Technologies Inc), Merger Agreement (Jda Software Group Inc)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate corporate power Delaware and authority to own its properties and carry on its business as presently conducted. The Company has the all requisite 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 2 contracts
Samples: Merger Agreement (Refco Inc.), Merger Agreement (Refco Inc.)
Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate Delaware and has the requisite corporate power and corporate authority to own its properties and carry on its business as presently now being conducted. The Company has is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the corporate power and authority to enter into and perform all nature of its obligations under this Agreement and business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to consummate be so qualified or licensed (individually or in the transactions contemplated hereby.aggregate) would not have a material
Appears in 2 contracts
Samples: Merger Agreement (Egan Charles), Merger Agreement (Cort Business Services Corp)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate . The Company has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently conducted. The Company has it is now being conducted and is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the corporate power nature of the business conducted by it or the character or location of the properties and authority to enter into and perform all of its obligations under this Agreement and to consummate assets owned or leased by it makes such licensing or qualification necessary, except where the transactions contemplated hereby.11
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Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority to own own, lease, possess and operate its properties and assets and to carry on its business as presently now being conducted. The Company 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 1 contract
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently conducted. The Company 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.business
Appears in 1 contract
Samples: Merger Agreement (Aeroways, LLC)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as presently conducted. The Company has is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize the corporate power and authority to enter into and perform all concept of its obligations under this Agreement and to consummate the transactions contemplated hereby.good standing) in each jurisdiction
Appears in 1 contract
Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. The Company has the corporate power and authority to enter into into, execute and perform all of its obligations under deliver this Agreement and the agreements referred to herein and to consummate the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dental Medical Diagnostic Systems Inc)
Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate Delaware and has the requisite corporate power and authority to own its properties and carry on its business as presently now being conducted. The Company 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.The
Appears in 1 contract
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has all requisite corporate power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently it is now being conducted. The Company has is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the corporate power nature of the business conducted by it or the character or location of the properties and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby.assets owned or
Appears in 1 contract
Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, with adequate Delaware and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and approvals required to own own, lease and operate its properties and carry on its business as presently conducted. The Company has the corporate power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated herebynow being conducted in various jurisdictions.
Appears in 1 contract
Samples: Share Purchase/Exchange Agreement (Wave Sync Corp.)
Organization, Standing and Corporate Power. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with adequate corporate power and authority to own its properties and carry on its business as presently conducted. The Company 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 1 contract
Samples: Assignment Agreement and Plan of Merger (Archipelago Learning, Inc.)