Common use of Subsidiaries; Due Organization; Etc Clause in Contracts

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of the Parent and indicates its jurisdiction of organization. Neither the Parent nor any of Parent’s Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s Subsidiaries. No Xxxx Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) Each of the Xxxx Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Luna Innovations Inc), Merger Agreement (Advanced Photonix Inc)

AutoNDA by SimpleDocs

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(a2.1(a)(i) of the Parent Disclosure Schedule identifies each Subsidiary of Letter; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s Subsidiaries the other Entities identified in Part 2.1(a)(i) of the Disclosure Letter owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesEntities identified in Part 2.1(a)(ii) of the Disclosure Letter. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (GoRemote Internet Communications, Inc.), Merger Agreement (Ipass Inc)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the wholly-owned Entities identified in Part 3.1(a2.1(a)(i) of the Parent Disclosure Schedule identifies each Subsidiary of Schedule; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s Subsidiaries the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than . None of the Parent’s Subsidiaries. No Xxxx Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization entity duly organizedincorporated or organized (as applicable), validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or organization and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which where the failure to be so qualified could reasonably be expected to have or result in good standing, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Zilog Inc), Merger Agreement (Ixys Corp /De/)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(a2.1(a)(i) of the Parent Disclosure Schedule identifies each Subsidiary of Schedule; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s Subsidiaries the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesEntities identified in Part 2.1(a)(ii) of the Disclosure Schedule. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Avalon Pharmaceuticals Inc), Merger Agreement (Clinical Data Inc)

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of The Company has no Subsidiaries except for the Parent Disclosure Schedule identifies each Subsidiary of Company Subsidiaries; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s the Company Subsidiaries owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesEntities identified in Part 3.1(a) of the Disclosure Schedule. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent in jurisdictions that the laws of the jurisdiction of its formation recognize the concept of good standingthat concept) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, standing (in jurisdictions that recognize such concept) under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which where the failure to be so qualified or could not reasonably be expected to result in good standing, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Applied Materials Inc /De), Merger Agreement (Applied Materials Inc /De)

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of the Parent Pivot has no Subsidiaries, except for Merger Sub; and indicates its jurisdiction of organization. Neither the Parent nor any of Parent’s Subsidiaries Pivot does not owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesMerger Sub. No Xxxx Corporations Pivot has not agreed or nor is obligated to make, or nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Pivot has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Corporations Pivot and Merger Sub is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Corporations Pivot and Merger Sub is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for qualification other than in jurisdictions in which where the failure to be so qualified or in good standing, individually or in the aggregate, aggregate would not be reasonably expected to have a Parent Pivot Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Novacea Inc)

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a) of the Parent Company Disclosure Schedule identifies each Subsidiary of the Parent Company and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s its Subsidiaries owns any capital stock of, or any equity interest of, or any equity interest of any nature in, in either (i) the Company or (ii) any other Entity, Entity other than the Parent’s SubsidiariesEntities identified in Part 3.1(a) of the Company Disclosure Schedule. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) Each of the Xxxx Corporations The Company is a corporation or other business organization an Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. Each Subsidiary is an Entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, except where the failure to be so organized, validly existing or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Each of the Xxxx Acquired Corporations is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, under the laws of all jurisdictions in each jurisdiction where the nature of its business requires such qualificationqualification or licensing, except for jurisdictions in which where the failure to be so qualified qualified, licensed or in good standingstanding does not have, and would not reasonably be expected to have, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Anadys Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in Part 3.1(a3.1(a)(i) of the Parent Disclosure Schedule identifies each Subsidiary of Schedule; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s Subsidiaries the other corporations identified in Part 3.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesEntities identified in Part 3.1(a)(ii) of the Disclosure Schedule. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Synopsys Inc)

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule identifies each Subsidiary of the Parent Company and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parentthe Company’s Subsidiaries Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the ParentCompany’s SubsidiariesSubsidiary. No Xxxx Corporations Company Corporation has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) Each of the Xxxx Company Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Company Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp)

Subsidiaries; Due Organization; Etc. (a) Part 3.1(a2.1(a) of the Parent Company Disclosure Schedule identifies each Subsidiary of the Parent Company and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parentthe Company’s Subsidiaries Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the ParentCompany’s SubsidiariesSubsidiary. No Xxxx Corporations Owl Corporation has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (b) Each of the Xxxx Owl Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation organization and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Owl Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (TEKMIRA PHARMACEUTICALS Corp)

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(a2.1(a)(i) of the Parent Disclosure Schedule identifies each Subsidiary of Schedule; and neither the Parent and indicates its jurisdiction of organization. Neither the Parent Company nor any of Parent’s Subsidiaries the other Entities identified in Part 2.1(a)(i) of the Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Parent’s SubsidiariesEntities identified in Part 2.1(a)(ii) of the Disclosure Schedule. No Xxxx None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Xxxx Acquired Corporations is a corporation or other business organization duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary organizational power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound. (c) Each of the Xxxx Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure failures to be so qualified or in good standingqualify which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Mikohn Gaming Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!