Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Take Two Interactive Software Inc), Agreement and Plan of Merger (Zynga Inc), Agreement and Plan of Merger
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified and licensed as a foreign corporation to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction each of the jurisdictions in which the character of the properties owned or leased by it or the nature of the business conducted by it the Company makes such qualification necessaryor licensing necessary under applicable Law, except where the failure to be so qualified or in good standing licensed would not, individually or in the aggregate, have a Company Material Adverse Effectreasonably be expected to be material to the Company.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Level 3 Communications Inc)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Express Scripts Holding Co.), Agreement and Plan of Merger
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, not have a Company Material Adverse Effect. Schedule 5.2 sets forth for each of the Company and its Subsidiaries all jurisdictions in which each of the Company and its Subsidiaries are qualified to do business.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadview Networks Holdings Inc), Agreement and Plan of Merger (Level 3 Communications Inc)
Qualification to do Business. Each Except as set forth on Schedule 3.2, each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (eToys Direct, Inc.)
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing has not had, nor would notbe reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthequity, Inc.), Agreement and Plan of Merger (Wageworks, Inc.)
Qualification to do Business. Each of the The Company and each of its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company company, partnership or partnership other entity (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character or location of the properties owned owned, leased or leased operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified and licensed to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Resources Inc), Agreement and Plan of Merger (Legg Mason, Inc.)
Qualification to do Business. Each of the Company and its Significant Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.
Appears in 1 contract
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation authorized to do business as a foreign corporationin each jurisdiction where the nature of, limited liability company the business transacted by it or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the its properties owned or leased by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or in good standing would notfor jurisdictions, individually or in the aggregate, where the failure to be so licensed or qualified could not have a material adverse effect on the business, properties, profits, prospects, operations or condition, financial or otherwise, of the Company Material Adverse Effectand its Subsidiaries taken as a whole.
Appears in 1 contract
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every under the laws of each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing qualify would not, individually or in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (First New England Dental Centers Inc)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would notstanding, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Qualification to do Business. Each of the Company and its Subsidiaries Subsidiary is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Qualification to do Business. Each of the The Company and each of its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company company, partnership or partnership other entity (as the case may be) and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company company, or partnership (other equivalent, as the case may be) , and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadview Networks Holdings Inc)
Qualification to do Business. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every under the laws of each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing qualify would not, individually or in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on such Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (First New England Dental Centers Inc)
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oracle Healthcare Acquisition Corp.)
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company or partnership (as the case may be) corporation and is in good standing or similar concept in every each jurisdiction in which the character nature of the properties owned or leased by it its businesses or the nature ownership or leasing of the business conducted by it their respective properties makes such qualification necessary, necessary (except where for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect on the Company).
Appears in 1 contract
Samples: Stock Purchase Agreement (eTelecare Global Solutions, Inc.)
Qualification to do Business. Each of the Company Sellers and its Subsidiaries is duly qualified to do business as a foreign corporation, limited liability company company, or partnership (other equivalent, as the case may be) and , and, if applicable, is in good standing or similar concept standing, in every jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or or, if applicable, in good standing standing, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Asset Purchase and Contribution Agreement (Leucadia National Corp)
Qualification to do Business. Each of the The Company and its Subsidiaries is Holdings are duly licensed or qualified and in good standing as foreign corporations authorized to do business as a foreign corporation, limited liability company or partnership (as the case may be) and is in good standing or similar concept in every each jurisdiction in which the nature of their respective businesses or the character of the their respective properties owned or leased by it or the nature of the business conducted by it makes would make such qualification or licensing necessary, except where the failure to be so qualified or in good standing licensed would notnot materially and adversely affect the business, individually properties, operations or in financial condition of the aggregate, have a Company Material Adverse Effectand Holdings.
Appears in 1 contract
Samples: Thomas Industries Inc
Qualification to do Business. Each of the The Company and its Subsidiaries is duly qualified and in good standing as a foreign corporation authorized to do business as a foreign corporation, limited liability company or partnership (as in each jurisdiction wherein the case may be) and is in good standing or similar concept in every jurisdiction in which the character nature of the properties owned or leased by it or the nature of the business activities conducted by it makes such licensing or qualification necessary, except where the failure to so qualify could not be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Nexell Therapeutics Inc