Preservation of Corporate Existence and Property Sample Clauses

Preservation of Corporate Existence and Property. The Company agrees to preserve, protect, and maintain, and cause each Subsidiary to preserve, protect, and maintain, (a) its corporate existence, and (b) all rights, franchises, accreditations, privileges, and properties the failure of which to preserve, protect, and maintain might have a material and adverse effect on the business, affairs, assets, prospects, operations, or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole.
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Preservation of Corporate Existence and Property. The Company shall, and shall cause each of its Subsidiaries to, preserve and maintain (i) its corporate existence, (ii) its rights, franchises and privileges and (iii) all its assets and properties in adequate working order and condition, with the exception of (x) ordinary wear and tear, (y) casualty losses covered by insurance or where the failure to be so fully covered did not constitute a breach of Section 5.4 and (z) as otherwise approved by the Board.
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Preservation of Corporate Existence and Property. The Company shall preserve, protect and maintain: (i) its corporate existence and good standing in its jurisdiction of incorporation (provided that a subsidiary may be merged with the Company or another subsidiary or may, if it is inactive and holds no material assets be dissolved), (ii) its rights, franchises and privileges, and (iii) all of its properties necessary or useful in the proper conduct of its business in good working order and condition, with the exception of (x) ordinary wear and tear, and (y) casualty losses covered by insurance, allowing for reasonable deductibles.
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Preservation of Corporate Existence and Property. During the Warrant Term (as defined in the Investment Agreement), the Corporation shall preserve and maintain its corporate existence and its rights franchises and privileges.
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Preservation of Corporate Existence and Property. The Company shall preserve, protect and maintain: (i) its corporate existence and good standing in its jurisdiction of incorporation, (ii) its rights, franchises and privileges, and (iii) all of its properties necessary or useful in the proper conduct of its business in good working order and condition, with the exception of (y) ordinary wear and tear, and (z) casualty losses covered by insurance, allowing for reasonable deductibles.
Sample 1
Preservation of Corporate Existence and Property. The Company shall preserve, protect and maintain: (i) its corporate existence and good standing in its jurisdiction of incorporation, (ii) its rights, franchises and privileges, and (iii) all of its properties necessary or useful in the proper conduct of its business in good working order and condition, with the exception of (x) ordinary wear and tear, and (y) casualty losses covered by insurance, allowing for reasonable deductibles. The Company will not enter into a new field of business without the approval of the directors elected to the Company's Board of Directors by the Series B Preferred, if any.
Sample 1
Preservation of Corporate Existence and Property. The Company agrees to use its best efforts to preserve, protect and maintain, and to cause each Subsidiary to preserve, protect and maintain, (a) its corporate existence, (b) its rights, franchises and privileges, and (c) all its properties necessary or useful in the proper conduct of its business in good working order and condition, with the exception of (i) ordinary wear and tear and (ii) casualty losses covered by insurance, allowing for reasonable deductibles, provided, however, that nothing contained herein shall preclude the Company from entering into an agreement for the sale or merger of the Company which has been approved by the stockholders of the Company in accordance with the By-laws, Restated Charter and the Stockholders' Agreement.
Sample 1
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Related to Preservation of Corporate Existence and Property

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Preservation of Corporate Existence Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Corporate Existence The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence; Compliance with Law Each of the Borrower and the Borrower’s Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect, (c) has all requisite corporate or other organizational power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals, filings or notices that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure of which to obtain or make would not, in the aggregate, have a Material Adverse Effect.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

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