Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.

Appears in 42 contracts

Samples: Business Contribution Agreement (Dispatch Management Services Corp), Operating Agreement (Dispatch Management Services Corp), Shareholder Agreement (Dispatch Management Services Corp)

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Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company conducted and is duly qualified to do business and is in good standing to conduct business in each jurisdiction in which the business it is conductingfailure to be so qualified would have a material adverse effect on the business, assets or condition (financial or otherwise) of the operationCompany and its subsidiaries, ownership or leasing of its properties, makes such qualification necessarytaken as a whole.

Appears in 15 contracts

Samples: Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc), Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc), Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc)

Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and existing, and, as of the date of this Agreement, in good standing under the laws Laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease lease, operate and operate otherwise hold its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.

Appears in 9 contracts

Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.

Appears in 5 contracts

Samples: Exchange and Extension Agreement (EMAK Worldwide, Inc.), Warrant Exchange Agreement (Equity Marketing Inc), Warrant Exchange Agreement (Crown Emak Partners LLC)

Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business, and is in good standing to conduct business standing, in each jurisdiction in which where the business it is conducting, character of its properties owned or held under lease or the operation, ownership or leasing nature of its properties, activities makes such qualification necessary.

Appears in 1 contract

Samples: Exchange Agreement (Regal Entertainment Group)

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and otherwise hold and operate its properties assets and to carry on its business as now it is currently being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commscope Inc)

Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified conducted and in good standing to conduct business in each jurisdiction in which the business it is conductingmanufacture for commercial sale, or the operation, ownership or leasing of its properties, makes such qualification necessary.market,

Appears in 1 contract

Samples: Merger Agreement (Idm Pharma, Inc.)

Organization, Standing and Power. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has with all requisite corporate power and authority to own, own or lease and operate its properties and to carry on its business businesses as are now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.

Appears in 1 contract

Samples: Share Exchange Agreement (Fdctech, Inc.)

Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite power and authority to own, lease and operate its properties and to carry on its the business of the Company as now being conducted. The Company conducted and is duly qualified and in good standing to conduct do business in each jurisdiction set forth in Section 3.1 of the Company Disclosure Schedule. The copies of the Certificate of Incorporation and Bylaws, which were previously made available to Parent, are true, complete and correct copies of such documents as in effect on the business it is conducting, or the operation, ownership or leasing date of its properties, makes such qualification necessarythis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SFBC International Inc)

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease enter into and operate perform its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryobligations under this Agreement.

Appears in 1 contract

Samples: Voting and Contribution Agreement (Nexthealth Inc)

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Organization, Standing and Power. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, (ii) has all the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company , and (iii) is duly qualified or licensed to do business and in good standing to conduct business in each jurisdiction in which the nature of its business it is conducting, or the operation, ownership or leasing of its properties, properties makes such qualification or licensing necessary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.)

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full power and authority to enable it to own, lease and operate or otherwise hold its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryassets.

Appears in 1 contract

Samples: Stock Subscription Agreement (Advanced Technology Industries Inc)

Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryDelaware.

Appears in 1 contract

Samples: Securities Purchase and Stockholders' Agreement (Heafner Tire Group Inc)

Organization, Standing and Power. The Company Corporation is duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite necessary corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company owned and operated by it, is duly qualified to do intrastate business and is in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing nature of its properties, business or its properties makes such qualification necessarynecessary and failure to so qualify would have a material adverse effect on Corporation. Each jurisdiction in which Corporation is so qualified to do business is listed on Exhibit "2.1".

Appears in 1 contract

Samples: Purchase and Sale of Stock (Lason Inc)

Organization, Standing and Power. The Company is duly organized, -------------------------------- validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease enter into and operate perform its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryobligations under this Agreement.

Appears in 1 contract

Samples: Voting and Contribution Agreement (Nexthealth Inc)

Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own, lease and operate conduct its properties and to carry on its business businesses as now being presently conducted. The Company is duly qualified and in good standing to conduct do business in each jurisdiction in which where the nature of its business it is conducting, or the operation, ownership or leasing of its properties, properties makes such qualification necessary, except where the failure to be so qualified would not subject the Company to any material liability or disability.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Arco Chemical Co)

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