Common use of Organization, Standing, Etc Clause in Contracts

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the requisite corporate power and authority to own its properties and to carry on its business in all material respects as it is now being conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in all states or jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification and the failure to be so qualified would have a materially adverse effect on the Company's business.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Datakey Inc), Stock Purchase Agreement (Datakey Inc), Stock Purchase Agreement (Datakey Inc)

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Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the requisite corporate power and authority to own its properties and to carry on its business in all material respects as it is now being conducted. The Company is duly qualified has the requisite corporate power and authority to do business as a foreign corporation perform the Conversion, to issue the Satisfaction Shares and is in good standing in all states or jurisdictions in which the ownership or lease of to otherwise perform its property or the conduct of its business requires such qualification and the failure to be so qualified would have a materially adverse effect on the Company's businessobligations under this Agreement.

Appears in 1 contract

Samples: Conversion and Voting Agreement (Hypertension Diagnostics Inc /Mn)

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, Minnesota and has the requisite corporate power and authority to own or lease its properties and to carry on its business in all material respects as it is now being conducted. The Company is duly qualified has the requisite corporate power and authority to do business as a foreign corporation and is in good standing in all states or jurisdictions in which execute this Agreement, the ownership or lease of its property or Amendment, the conduct of its business requires such qualification Consulting Agreement and the failure Option (collectively called the "Major Agreements") and to be so qualified would have a materially adverse effect on issue the Company's businessshares issuable upon exercise of the Option (the "Option Shares") and to perform its obligations under the Major Agreements.

Appears in 1 contract

Samples: Purchase Agreement (Liferate Systems Inc)

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, Minnesota and has the requisite corporate power and authority to own or lease its properties and to carry on its business in all material respects as it is now being conducted. The Company is duly qualified has the requisite power and authority to do business as a foreign corporation execute this Agreement and is in good standing in all states or jurisdictions in which to issue the ownership or lease of its property or the conduct of its business requires such qualification Note and the failure shares issuable on conversion of the Note (the "Conversion Shares") and to be so qualified would have a materially adverse effect on perform its obligations under this Agreement and the Company's businessNote.

Appears in 1 contract

Samples: Termination Agreement (Liferate Systems Inc)

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Organization, Standing, Etc. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Minnesota, Minnesota and has the all requisite corporate power and authority to own its properties and to carry on its business in all material respects as now conducted, to enter into this Agreement and the Related Documents to which it is now being conducteda party and to perform its obligations under this Agreement and such Related Documents. The Company is duly qualified and each Subsidiary has the power and authority and the legal right to do own and operate its properties and to conduct the business as a foreign corporation and is in good standing in all states or jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification and the failure to be so qualified would have a materially adverse effect on the Company's businessit is currently engaged.

Appears in 1 contract

Samples: Letter of Credit Reimbursement Agreement (RTW Inc /Mn/)

Organization, Standing, Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota, and has the requisite corporate power and authority to own its properties and to carry on its business in all material respects as it is now being conducted. The Company is duly qualified has the requisite corporate power and authority to do business as a foreign corporation and is in good standing in all states or jurisdictions in which issue the ownership or lease of its property or the conduct of its business requires such qualification Preferred Shares and the failure Conversion Shares and to be so qualified would have a materially adverse effect on the Company's businessotherwise perform its obligations under this agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orphan Medical Inc)

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