Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect. (b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Merger Agreement (Antares Pharma, Inc.), Merger Agreement (Antares Pharma, Inc.), Merger Agreement (Halozyme Therapeutics, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the State of Delaware and has all necessary the requisite corporate power and authority: (i) authority to conduct own, lease and operate all of its properties and assets and to carry on its business in the manner in which its business as it is currently now being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitycorporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary, except where the failure to be so qualified, duly qualified or licensed or and in good standing does would not have and would not reasonably be expected to have a Company Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c2.1(b) of the Company Disclosure Schedule identifies contains an accurate and complete list as of the date of this Agreement of the name and jurisdiction of organization of each Subsidiary of the Company and indicates its jurisdiction of organization(each a “Company Subsidiary”). Each such Company Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable)organized, validly existing and and, to the extent applicable, in good standing (to the extent a concept of “good standing” is applicable) under the laws Legal Requirements of the jurisdiction of its jurisdiction of incorporation or organization and has full corporate or other organizational the requisite power and authority required to own, lease and operate the all of its properties and assets and properties that it purports to own, lease and operate and to carry on its business as it is now being conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or duly organized, validly existing, in good standing has not had, or have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. There are no outstanding contractual obligations of any Acquired Company to repurchase, redeem or otherwise acquire any securities of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary that is a corporation is duly authorized, validly issued, fully paid and nonassessable and was issued free of any preemptive rights.
(c) None of the Acquired Companies 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. Except for the Company Subsidiaries and equity interests held as passive investments as part of the Company’s cash management or compensation programs, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity.
Appears in 2 contracts
Sources: Merger Agreement (Intel Corp), Merger Agreement (Altera Corp)
Due Organization; Subsidiaries; Etc. (a) The Company Each of Meerkat and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. The Company Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement.
(b) Meerkat is licensed and qualified or licensed to do business as a foreign Entitybusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), in each jurisdiction under the laws of all jurisdictions where the nature of its business requires such licensing or qualification or licensing, except other than in jurisdictions where the failure to be so qualified, licensed qualified individually or in good standing does not have and the aggregate would not be reasonably be expected to have a Meerkat Material Adverse Effect.
(bc) The Company Meerkat has no Subsidiaries except for Merger Sub and Meerkat does not own any capital stock of, or any other equity interest of, ownership or any equity profit sharing interest of any nature in, or control directly or indirectly, any other Entity other than its SubsidiariesMerger Sub. The Company Meerkat is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Meerkat has not agreed and is not obligated to make, and nor is not Meerkat bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) . Meerkat has not, at any time, been a general partner of, and has not otherwise been liable for any of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation debts or other business entity duly incorporated or organized (as applicable)obligations of, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate any general partnership, limited partnership or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectEntity.
Appears in 2 contracts
Sources: Merger Agreement (Synlogic, Inc.), Merger Agreement (Mirna Therapeutics, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Part 2.1(b) of the Company does not own Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Part 2.1(b) of the Company Disclosure Schedule and securities in a publicly traded company held for investment by the Company (provided that such investments were made in accordance with the Company’s investment policy and are not in excess of 1% of the outstanding securities of such company). The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. All the issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized, validly issued and are fully paid and nonassessable and not subject to preemptive rights and are wholly owned, directly or indirectly, by the Company free and clear of all Liens. No Subsidiary of the Company owns any shares of Common Stock or other equity interests in the Company.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has does not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Zeltiq Aesthetics Inc), Merger Agreement (Zeltiq Aesthetics Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of North Carolina and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (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 Company Contracts to which it is a party. The Company, together with its predecessors, has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Sirion Therapeutics, Inc.” and, prior to the consummation of the Sirion/Sytera Merger, “Sytera, Inc.” The Company is qualified not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign Entitycorporation in any jurisdiction other than Florida and California. Other than RxDR, and is in good standingthe Company has no Subsidiaries, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other equity financial interest of, or any equity interest of any nature in, any other Entity other than Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida and has all necessary power and authority: (i) to conduct its Subsidiariesbusiness 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 Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) . Neither the Company nor any of the stockholders of the Company Disclosure Schedule identifies each Subsidiary has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation Company’s business or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effectaffairs.
Appears in 2 contracts
Sources: Contribution Agreement (Tenby Pharma Inc), Contribution Agreement (Vogel Roger)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware, and the Company’s only Subsidiaries are set forth on Section 2.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each Acquired Corporation is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.
(b) The Company does not own owns beneficially and of record all of the outstanding shares of capital stock or ordinary shares of the other Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws.
(c) Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company, no Acquired Corporation owns, directly or indirectly, any capital stock of, or any other equity interest of, or any equity interest interests of any nature in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any other Entity other than its Subsidiariescapital stock or equity interests of any Entity. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityEntity (other than another Acquired Corporation).
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Part 3.1(a) of the Company is a corporation duly organized, validly existing and in good standing under Disclosure Schedule sets forth each Subsidiary of the laws of Delaware and has all necessary power and authority: (i) to conduct its business in Company. Neither the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature nor any of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own Subsidiaries owns any capital stock of, or any other equity interest shares of, or any equity interest of any nature in, any other Entity other than its SubsidiariesEntity. The Company None of the Acquired Companies has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(cb) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the The Company is a corporation or other public company duly organized and validly existing under the laws of the State of Israel, and no proceedings have been commenced to strike the Company from the Registry of Companies maintained by the Companies Registrar. The Company has all necessary power and authority (i) to conduct its business entity 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 of the Company’s Subsidiaries is duly incorporated or organized (as applicable), and is validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization its organization, and has full corporate or other organizational all necessary power and authority required (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business as now in the manner in which its business is currently being conducted, except where any failure thereof has not had(B) to own and use its assets in the manner in which its assets are currently owned and used, and (C) to perform its obligations under all Contracts by which it is bound, except in each case where the failure to be so duly organized or in good standing would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect. Effect on the Acquired Companies.
(c) Each such Subsidiary of the Company Acquired Companies is duly qualified to do business and as a foreign corporation, and, to the extent applicable in each such jurisdiction, is in good standing (to standing, under the extent a concept laws of “good standing” is applicable) in each jurisdiction all jurisdictions where the nature of its business requires such qualification is necessaryqualification, except for those jurisdictions where the failure to be so qualified or in good standing has not hadwould not, and would not reasonably be expected to individually or in the aggregate, have a Material Adverse EffectEffect on the Acquired Companies.
Appears in 2 contracts
Sources: Merger Agreement (Voltaire Ltd.), Merger Agreement (Mellanox Technologies, Ltd.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Part 3.1(b) of the Company does not own any Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. All the issued and outstanding shares of capital stock of, or any other equity interest of, or ownership interests (including any security or other Contract convertible into or exchangeable for any such equity interest or ownership interest) of any nature in, any other Entity other than its Subsidiarieseach Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. The Company None of the Acquired Companies has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation an Entity duly organized or other business entity duly incorporated or organized (as applicable)formed, validly existing and in good standing (standing, to the extent a concept of “good standing” is applicable) , under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof has to be in good standing does not hadhave, and would not reasonably be expected to have have, a Material Adverse Effect. Each such No Subsidiary of the Company is duly qualified to do business and is in good standing owns any Shares or other equity or ownership interests (to including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectCompany.
Appears in 2 contracts
Sources: Merger Agreement (Sucampo Pharmaceuticals, Inc.), Merger Agreement (Mallinckrodt PLC)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and, except as would not have, and would not reasonably be expected to have, a Material Adverse Effect, in good standing under the laws of Delaware and the State of Delaware. Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each Acquired Corporation is duly qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, standing in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own owns beneficially and of record all of the equity interests of its Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the equity interests of such Subsidiaries held by the Company, no Acquired Corporation owns, directly or indirectly, any capital stock ofor equity interests in, or any other equity interest ofsubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interest interests of any nature in, any other Entity other than its SubsidiariesEntity. The Company has not agreed All of the issued and is not obligated to makeoutstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries are duly authorized and validly issued, and is not bound by any Contract are fully paid (to the extent required under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(cthe applicable governing documents) and nonassessable. Section 3.1(c3.1(b)(ii) of the Company Disclosure Schedule identifies each Subsidiary sets forth an accurate and complete list of the Company and indicates its jurisdiction of organization. Each such Subsidiary Company’s Subsidiaries as of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing date of this Agreement and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction their jurisdictions of incorporation or organization and has full corporate or other organizational power and authority required to ownformation, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Juno Therapeutics, Inc.), Merger Agreement (Celgene Corp /De/)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware the Commonwealth of Massachusetts and has all necessary power and authority: (i) corporate powers required to conduct carry on its business in the manner in which its business is currently being as now conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its business requires such qualification or licensingis necessary, except for those jurisdictions where the failure to be so qualified, licensed or in good standing does not have and qualified would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has Made Available complete and correct copies of the articles of organization and bylaws of the Company, each as amended and currently in effect (the “Company Charter Documents”).
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(cPart 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries own any capital stock of, or any equity interest of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(b) of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity investment in or capital contribution to any other Entity.
(c) Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full all corporate or other organizational power and authority powers required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign Entity and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (CalAmp Corp.), Merger Agreement (Lojack Corp)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 4.1(b) of the Company does Disclosure Schedule identifies each Subsidiary of the Company and indicates the jurisdiction of organization and the percentage ownership of each such Subsidiary’s equity interests as well as the holder(s) thereof.
(c) Each Subsidiary of the Company is (i) duly organized, validly existing and in good standing under the laws of jurisdiction of its organization, (ii) has all necessary corporate power and authority (A) to conduct its business in the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Other than with respect to the Acquired Companies, the Company and its Subsidiaries do not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment the Entities identified in or capital contribution to any other Entity.
(c) Section 3.1(c4.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectSchedule.
Appears in 2 contracts
Sources: Merger Agreement (Flexion Therapeutics Inc), Merger Agreement (Pacira BioSciences, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own, lease and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Section 4.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates the jurisdiction of organization and the percentage ownership of each such Subsidiary’s equity interests as well as the holder(s) thereof.
(c) Each Subsidiary of the Company is (i) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of jurisdiction of its organization, (ii) has all necessary corporate (or, in the case of any Subsidiary that is not a corporation, other) power and authority (A) to conduct its business in the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used. The Company , except where any failure of such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) . The Company does not own own, directly or indirectly through one or more Acquired Companies, any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment the Entities identified in or capital contribution to any other Entity.
(c) Section 3.1(c4.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectSchedule.
Appears in 2 contracts
Sources: Merger Agreement (Biodelivery Sciences International Inc), Merger Agreement (Collegium Pharmaceutical, Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation IPSA and its Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of Delaware their state of organization and has have all necessary power and authority: :
(i) to conduct its business their respective businesses in the manner in which its business it is currently being conducted; and ;
(ii) to own and use its their respective assets in the manner in which its the assets are currently owned and used; and
(iii) to perform their obligations under all of IPSA Contracts.
(b) Except as set forth on Schedule 2.1(b) attached hereto, IPSA does not conduct any business under or otherwise use, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “IPSA International, Inc.”
(c) Schedule 2.1(c) attached hereto sets forth the Subsidiaries of IPSA. The Company is Except as set forth therein, IPSA does not own, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other interest of any nature in, any Entity.
(d) Schedule 2.1(d) attached hereto accurately sets forth the jurisdictions in which IPSA and its Subsidiaries are duly qualified or licensed to do business as a foreign Entity, corporation. IPSA and is its Subsidiaries are in good standing, standing in each jurisdiction where such jurisdiction. The conduct of the nature business or the ownership or leasing of the properties of IPSA and its Subsidiaries does not require them to be qualified to do business requires such qualification or licensingas a foreign corporation in any other jurisdiction, except where the failure to be so qualified, licensed or in good standing does not have and qualified would not reasonably be expected to have a Material Adverse Effect.
(be) The Company does not own any capital stock ofSchedule 2.1(e) attached hereto sets forth (i) the names of the members of IPSA’s board of directors and (ii) the names and titles of IPSA’s officers.
(f) None of IPSA, or any other equity interest ofpast stockholder of IPSA, has ever approved, or commenced any equity interest proceeding or made any election contemplating, the dissolution or liquidation of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in IPSA or capital contribution to any other Entitythe winding up or cessation of IPSA’s business or affairs.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and , (ii) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used. The used and (iii) to perform its obligations under all Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensingContracts, except where the failure to be so qualified, licensed or in good standing does not have such power and would authority is not reasonably be expected likely to have result in a Material Adverse Effect.
(b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Hummingbird, Inc.”
(c) The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction other than (i) in the Commonwealth of Massachusetts and (ii) such failures to be so qualified, authorized, registered or licensed that are not reasonably likely to result in a Material Adverse Effect. The Company is in good standing as a foreign corporation in the Commonwealth of Massachusetts.
(d) Section 3.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the Company’s board of directors, (ii) the names of the members of each committee of the Company’s board of directors, and (iii) the names and titles of the Company’s officers.
(e) Other than Axsun Technologies Securities Corporation, the Company does not have, nor has it ever had, any Subsidiaries. The Company does not own any capital stock controlling interest in any Entity, and the Company has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other equity financial interest of, or any equity interest of any nature in, any other Entity other than its SubsidiariesEntity. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any Entity. The Company has not guaranteed and is not responsible or liable for any obligation of any other Entity.
(c) Section 3.1(c) . Neither the Company nor any of its stockholders has ever approved, or commenced any proceeding or made any election contemplating, the dissolution or liquidation of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation Company’s business or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effectaffairs.
Appears in 1 contract
Sources: Merger Agreement (Volcano Corp)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware Guinea and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The ; and (iii) to perform its obligations under all Company Contracts.
(b) Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “SVM Guinee SARL” or “▇▇▇▇▇▇▇▇▇▇▇▇ Farms SA.”
(c) Company is qualified not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign Entity, and is corporation in good standing, any jurisdiction other than the jurisdictions identified in each jurisdiction where Part 2.1(c) of the nature of its business requires such qualification or licensingCompany Disclosure Schedule, except where the failure to be so qualified, licensed authorized, registered or licensed, individually or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock ofthe aggregate, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each such Subsidiary Other than as set forth in Part 2.1(c) of the Company is duly qualified to do business and Disclosure Schedule, Company is in good standing (to the extent as a concept of “good standing” is applicable) foreign corporation in each jurisdiction where such qualification is necessaryof the jurisdictions identified therein.
(d) Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of Company, except for those jurisdictions where (ii) the failure to be so qualified names of the members of each committee of the board of directors of Company and (iii) the names and titles of Company's officers.
(e) Company has no subsidiaries.
(f) Company does not own any controlling interest in any Entity, and Company has never owned, beneficially or in good standing otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Company has not hadagreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither Company nor Company Parent has ever approved, and would not reasonably be expected to have a Material Adverse Effector commenced any proceeding or made any election contemplating, the dissolution or liquidation of Company's business or affairs.
Appears in 1 contract
Sources: Share Exchange Agreement (Farm Lands of Africa, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business conducted or the character or location of the properties and assets owned or leased requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Part 3.1(b) of the Company does not own Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. No Acquired Corporation owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiaries. The the Entities identified in Part 3.1(b) of the Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityDisclosure Schedule.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or its organization and has full corporate or other organizational all necessary power and authority required authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own, lease and operate use its assets in the manner in which its assets are currently owned, leased and properties that it purports used. Each Subsidiary of the Company is qualified or licensed to owndo business as a foreign Entity, lease and operate and to carry on is in good standing, in each jurisdiction where the nature of its business as now conductedconducted or the character or location of the properties and assets owned or leased requires such qualification or licensing, except where any the failure thereof has to be so qualified, licensed or in good standing does not hadhave, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company Parent is an exempted company duly organized, validly existing and in good standing under the laws of Bermuda and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority: (i) authority to conduct own, lease and operate all of its properties and assets and to carry on its business in the manner in which its business as it is currently now being conducted; . Each of Parent and (ii) Merger Sub is, to own and use its assets in the manner in which its assets are currently owned and used. The Company is extent required, duly qualified or licensed to do business as a foreign Entitycorporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary (to the extent such concept is recognized in such jurisdiction), except where the failure to be so qualified, duly qualified or licensed or and in good standing does not have and would not not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse EffectEffect on Parent.
(b) The Parent has Made Available to the Company does not own (a) accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of Parent, including all amendments thereto through the date of this Agreement and (b) the final and approved minutes of the meetings and other proceedings (including any capital stock ofactions taken by written consent or otherwise without a meeting) of the holders of common shares and board of directors (and the audit committee thereof) of Parent for the period from February 1, or any other equity interest of, or any equity interest 2015 through the date of any nature in, any other Entity other than its Subsidiariesthis Agreement. The final and approved minutes of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors (and the audit committee thereof) of Parent Made Available to the Company has not agreed are complete and is not obligated are redacted only with respect to makediscussions of the Contemplated Transactions (or other similar strategic transactions) and with respect to financial metrics for performance awards, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution with respect to any other Entity.
(c) Section 3.1(c) matter. Neither Parent nor Merger Sub is in violation in any material respect of any of the Company Disclosure Schedule identifies each Subsidiary provisions of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction certificate of incorporation or organization and has full corporate bylaws (or other organizational power and authority required to ownequivalent charter documents), lease and operate the assets and properties that it purports to ownincluding all amendments thereto, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each of such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectEntity.
Appears in 1 contract
Sources: Merger Agreement (Cavium, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation NitroMed and Merger Sub are corporations duly organized, validly existing and in good standing under the laws of Delaware and has all necessary the State of Delaware, with the corporate power and authority: (i) authority to conduct its their business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its their assets in the manner in which its their assets are currently owned and used. The Company is qualified .
(b) NitroMed has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “NitroMed, Inc.”
(c) NitroMed and Merger Sub are not and have not been required to be qualified, authorized, registered or licensed to do business as a foreign Entity, and is corporation in good standing, in each jurisdiction where the nature of its business requires such qualification or licensingany jurisdiction, except where the failure to be so qualified, licensed authorized, registered or licensed, individually or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock ofthe aggregate, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have have, a NitroMed Material Adverse Effect. Each such Subsidiary NitroMed and Merger Sub and each of the Company is duly qualified to do business and is their respective Subsidiaries are each in good standing (to the extent as a concept of “good standing” is applicable) foreign corporation in each jurisdiction where such qualification is necessaryof the jurisdictions identified in Part 3.1(c) of the NitroMed Disclosure Schedule.
(d) Part 3.1(d) of the NitroMed Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of NitroMed, (ii) the names of the members of each committee of the board of directors of NitroMed and (iii) the names and titles of NitroMed’s officers.
(e) NitroMed has no Subsidiaries (other than Merger Sub) except for those jurisdictions where the failure Entities identified in Part 3.1(e) of the NitroMed Disclosure Schedule. Neither NitroMed nor any NitroMed Subsidiary has agreed or is obligated to be so qualified make any future investment in or capital contribution to any Entity. Except as identified in good standing Part 3.1(e) of the NitroMed Disclosure Schedule, neither NitroMed nor any NitroMed Subsidiary has guaranteed or is responsible or liable for any obligation of any of the Entities in which it owns or has owned any equity or other financial interest. Except as set forth in Part 3.1(e) of the NitroMed Disclosure Schedule, NitroMed does not hadown any controlling interest in any Entity, and would not reasonably be expected to have a Material Adverse EffectNitroMed has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity other than Merger Sub.
Appears in 1 contract
Sources: Merger Agreement (Nitromed Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Company Material Adverse Effect.
(b) The Part 3.1(b) of the Company does not own Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Part 3.1(b) of the Company Disclosure Schedule and securities in a publicly traded company held for investment by the Company. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Assuming the Purchaser has accepted for payment and paid for a sufficient number of Shares validly tendered and not properly withdrawn pursuant to the Offer to satisfy the Minimum Condition, no vote of stockholders of the Company shall be required to authorize the Merger.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof has to be in good standing does not hadhave, and would not reasonably be expected to have have, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Sequenom Inc)
Due Organization; Subsidiaries; Etc. (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware and the Commonwealth of Pennsylvania, (ii) has all necessary corporate power and authority: authority to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used and (iii) is duly qualified or licensed to do business as a foreign Entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business or its ownership or leasing of its properties requires such qualification or licensing, except, with respect to clause (iii), where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have, a Material Adverse Effect.
(b) Section 4.1(b) of the Company Disclosure Letter identifies each Subsidiary of the Company and sets forth its jurisdiction of organization. All of the outstanding equity interests of each Subsidiary of the Company are owned by the Company, free and clear of any Encumbrances (other than transfer restrictions arising under applicable securities Laws), and no other Person owns any outstanding equity interest of any Subsidiary.
(c) Each Subsidiary of the Company is (i) duly organized, validly existing and subsisting under the Laws of jurisdiction of its organization, (ii) has all necessary limited liability company power and authority (A) to conduct its business in the manner in which its business is currently being conducted; conducted and (iiB) to own and use its assets in the manner in which its assets are currently owned and used. The Company , and (iii) is duly qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business or its ownership or leasing of its properties requires such qualification or licensing, except except, with respect to clause (iii), where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, a Material Adverse Effect.
(b) The . Other than with respect to the Acquired Companies, the Company does and its Subsidiaries do not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment the Entities identified in or capital contribution to any other Entity.
(c) Section 3.1(c4.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectLetter.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule Schedules identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own own, lease, operate and use its assets in the manner in which its assets are currently owned owned, leased, operated and used, except, in each case, where the failure to have such power or authority does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 2.1(b) of the Company does not own Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any Subsidiary of the Company owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiariesthe Company or any Subsidiary of the Company. The Neither the Company nor any Subsidiary of the Company has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof has to be in good standing does not hadhave, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. .
(d) Each such Subsidiary of the Company has all requisite power and authority to own, lease, operate and use its properties and assets and carry on its business as presently conducted, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(e) Each Affiliated Practice is an Entity duly qualified to do business organized, validly existing and is in good standing (to under the extent a concept laws of “good standing” is applicable) in each the jurisdiction where such qualification is necessaryof its organization, except for those jurisdictions where the failure to be so qualified or in good standing has does not hadhave, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Each Affiliated Practice is foreign qualified in each jurisdiction other than its jurisdiction of formation in which such Affiliated Practice transacts business, and the owners of each Affiliated Practice have complied in all material respects with all Legal Requirements pertaining to the qualification for ownership of such Affiliated Practices.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware, and the Company’s only Subsidiaries are (i) Yarra Therapeutics, LLC, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) Array BioPharma Ltd., a private limited company, duly organized, validly existing and in good standing under the laws of England and Wales, and (iii) Array BioPharma Limited, a private limited company duly organized, validly existing and in good standing under the laws of Ireland (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each Acquired Corporation is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own owns beneficially and of record all of the outstanding shares of capital stock or ordinary shares of the other Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company, no Acquired Corporation owns, directly or indirectly, any capital stock ofor equity interests in, or any other equity interest ofsubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interest interests of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority would not reasonably be expected to have a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) Section 4.1(b) of the Company Disclosure Letter identifies each Subsidiary of the Company and indicates the jurisdiction of organization and the percentage ownership of each such Subsidiary’s equity interests as well as the holder(s) thereof.
(c) Each Subsidiary of the Company is (i) duly organized, validly existing and subsisting, and is in good standing, under the Laws of jurisdiction of its organization, (ii) has all necessary corporate (or, in the case of any Subsidiary that is not a corporation, other) power and authority (A) to conduct its business in the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority would not reasonably be expected to have a Material Adverse Effect, and (iii) is duly qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The . Other than with respect to the Acquired Companies, the Company does and its Subsidiaries do not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Section 4.1(c) of the Company Disclosure Letter. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Part 2.1(b) of the Company does not own Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization and the percentage ownership of each such Subsidiary’s equity interests as well as the holder(s) thereof. None of the Acquired Corporations owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiariesan Acquired Corporation. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not 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 organizational documents of any of the Acquired Corporations, including any amendments thereto, prohibit or otherwise restrict the pledging of the equity interests or assets of such Acquired Corporation or limit the ability to guarantee any Indebtedness.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company (i) is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and its organization, (ii) has full corporate or other organizational all necessary power and authority required authority: (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business in the manner in which its business is currently being conducted; and (B) to own and use its assets in the manner in which its assets are currently owned and used, and (iii) is qualified or licensed to do business as now conducteda foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where any the failure thereof has to be in good standing or qualified or licensed does not hadhave, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company Parent is an exempted company duly organized, validly existing and in good standing under the laws of Bermuda and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware. Each of Parent and Merger Sub has all necessary the requisite corporate power and authority: (i) authority to conduct own, lease and operate all of its properties and assets and to carry on its business in the manner in which its business as it is currently now being conducted; . Each of Parent and (ii) Merger Sub is, to own and use its assets in the manner in which its assets are currently owned and used. The Company is extent required, duly qualified or licensed to do business as a foreign Entitycorporation to do Table of Contents business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary (to the extent such concept is recognized in such jurisdiction), except where the failure to be so qualified, duly qualified or licensed or and in good standing does not have and would not not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse EffectEffect on Parent.
(b) The Parent has Made Available to the Company does not own (a) accurate and complete copies of the certificate of incorporation, bylaws and other charter and organizational documents of Parent, including all amendments thereto through the date of this Agreement and (b) the final and approved minutes of the meetings and other proceedings (including any capital stock ofactions taken by written consent or otherwise without a meeting) of the holders of common shares and board of directors (and the audit committee thereof) of Parent for the period from February 1, or any other equity interest of, or any equity interest 2015 through the date of any nature in, any other Entity other than its Subsidiariesthis Agreement. The final and approved minutes of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors (and the audit committee thereof) of Parent Made Available to the Company has not agreed are complete and is not obligated are redacted only with respect to makediscussions of the Contemplated Transactions (or other similar strategic transactions) and with respect to financial metrics for performance awards, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution with respect to any other Entity.
(c) Section 3.1(c) matter. Neither Parent nor Merger Sub is in violation in any material respect of any of the Company Disclosure Schedule identifies each Subsidiary provisions of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction certificate of incorporation or organization and has full corporate bylaws (or other organizational power and authority required to ownequivalent charter documents), lease and operate the assets and properties that it purports to ownincluding all amendments thereto, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each of such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectEntity.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware, and the Company’s only Subsidiaries are set forth in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each such Subsidiary is an Entity duly organized, validly existing and, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable. Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except as would not reasonably be expected to have a Material Adverse Effect. The Company Each Acquired Corporation is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own owns beneficially and of record all of the outstanding shares of capital stock or equity interests of the other Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Permitted Encumbrances or Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or equity interests of the other Acquired Corporations held by the Company, no Acquired Corporation owns, directly or indirectly, any capital stock or equity interests of, or any other equity interest ofsubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interest interests of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Akcea Therapeutics, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 4.1(b) of the Company does not own Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Corporations owns any capital stock of, or any other equity or ownership interest ofin, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Section 4.1(b) of the Company Disclosure Letter. The All the issued and outstanding shares of capital stock or other equity or ownership interests (including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation an Entity duly organized or other business entity duly incorporated or organized (as applicable)formed, validly existing and and, to the extent applicable in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof to be in good standing has not had, had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Each such No Subsidiary of the Company is duly qualified to do business and is in good standing owns any Shares or other equity or ownership interests (to including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectCompany.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware and the State of Delaware. The Company has all necessary the corporate power and authority: (i) authority to conduct own, lease and operate its properties and to carry on its business as it is now conducted, except where the failure to have such power and authority would not, individually or in the manner in which its business is currently being conducted; and (ii) aggregate, reasonably be expected to own and use its assets in have a Company Material Adverse Effect or prevent or materially impair the manner in which its assets are currently owned and usedability of the Company to consummate the transactions contemplated by this Agreement. The Company is duly qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its business requires such qualification or licensinglicensure is necessary, except for those jurisdictions where the failure to be so qualifiedqualified or licensed would not, licensed individually or in good standing does not have and would not the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(cPart 3.1(b)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Corporations owns, directly or indirectly, any capital stock of, or any equity interest of, or any other security of any nature in, any other Entity, other than the Entities identified in Part 3.1(b)(ii) of the Company Disclosure Schedule.
(c) Each such Significant Subsidiary of the Company is a corporation or other business legal entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization organization. Each other Subsidiary of the Company is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of incorporation, and each of the Subsidiaries of the Company has full the corporate or other relevant organizational power and authority required to own, lease and operate the assets and its properties that it purports to own, lease and operate and to carry on its business as it is now conducted, except where any the failure thereof has not hadto be so incorporated, and organized, existing or in good standing, or to have such power or authority, would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Each such Subsidiary of the Company is duly qualified or licensed to do business as a foreign Entity and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification or licensure is necessary, except for those jurisdictions where the failure to be so qualified or licensed or in good standing has not hadwould not, and would not individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Nevada. Each Acquired Company (other than the Company) is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of organization. Each Acquired Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Each Acquired Company is duly qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, standing in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, qualified or licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company, directly or indirectly, owns beneficially and of record all of the equity interests of the Company’s Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Section 2.1(b)(i) of the Company does not own Disclosure Schedule sets forth, for each Company Investment Entity: (i) the number and type of any capital stock of, or any other equity interest or voting interests in, such Company Investment Entity that is outstanding as of the date hereof; and (ii) the number and type of shares of capital stock of, or other equity or voting interests in, such Company Investment Entity that, as of the date hereof, are owned, directly or indirectly, by the Company. Except for the equity interests of the Company’s Subsidiaries and the Company Investment Entities, no Acquired Company owns, directly or indirectly, any capital stock or equity interest interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any nature in, any other Entity other than its SubsidiariesEntity. The All of the issued and outstanding capital stock or equivalent equity interests of each of the Company’s Subsidiaries and the Company has not agreed Investment Entities that is owned directly or indirectly by the Company are duly authorized and is not obligated validly issued and are fully paid (to make, the extent required under the applicable governing documents) and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) nonassessable. Section 3.1(c2.1(b)(ii) of the Company Disclosure Schedule identifies each Subsidiary sets forth an accurate and complete list of the Company and indicates its jurisdiction of organization. Each such Subsidiary Company’s Subsidiaries as of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing date of this Agreement and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction their jurisdictions of incorporation or organization and has full corporate or other organizational power and authority required to ownformation, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Gaming Partners International CORP)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except (other than with respect to Gaming Laws in respect of jurisdictions in which there is a Required Gaming Approval or an Additional Gaming Approval) where the failure to be so qualified, licensed or in good standing does not have not, and would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect.
(b) The Section 2.1(b) of the Company does not own Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Companies owns any capital stock of, or any other equity interest of, or any equity interest or investment of any nature in, or any securities convertible or exchangeable for any such equity interests in, any other Entity other than its Subsidiariesan Acquired Company. The Company None of the Acquired Companies has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. No Acquired Company is party to any joint venture or other similar arrangement or relationship.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company (i) is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or its organization and (ii) has full corporate or other organizational all necessary power and authority required (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business as now conductedin the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used. Each Subsidiary of the Company is qualified or licensed to do business, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except (other than with respect to Gaming Laws in respect of jurisdictions in which there is a Required Gaming Approval or an Additional Gaming Approval) where any the failure thereof has not hadto be so qualified, licensed or in good standing does not, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryto, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (PlayAGS, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Maryland, and the Company’s only Subsidiaries are set forth in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the Company and each such Subsidiary, an “Acquired Company” and collectively, the “Acquired Companies”). Each such Subsidiary is an Entity duly organized, validly existing and, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable. Each Acquired Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except as would not reasonably be expected to have a Material Adverse Effect. The Each Acquired Company is qualified or licensed to do business as a foreign Entitycorporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own or another Acquired Company owns beneficially and of record all of the outstanding shares of capital stock or equity interests of the other Acquired Companies, free and clear of all Encumbrances and transfer restrictions, except for Permitted Encumbrances or Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or equity interests of the other Acquired Companies held by the Company or another Acquired Company, no Acquired Company owns, directly or indirectly, any capital stock or equity interests of, or any other equity interest ofsubscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interest interests of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (AlerisLife Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the State of Delaware, and each of the Company’s Subsidiaries as of the date of this Agreement (including its jurisdiction of incorporation or organization and the percentage of the outstanding equity interests of each such Subsidiary owned by the Company and any other Person) are set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). The Company has all necessary corporate or similar power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except as would not reasonably be expected to be material to the Acquired Corporations, taken as a whole. The Company Each of the Company’s Subsidiaries is duly organized, validly existing and, where applicable, in good standing in its jurisdiction of incorporation or organization and has all necessary corporate or similar power and authority (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Corporation is qualified or licensed to do business as a foreign Entitycorporation, and and, where applicable, is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own any owns beneficially and of record all of the outstanding shares of capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) ordinary shares of the Company Disclosure Schedule identifies each Subsidiary other Acquired Corporations, all of the Company which are duly authorized and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation validly issued, fully paid or other business entity duly incorporated or organized (credited as applicable)fully paid, validly existing and in good standing nonassessable (to the extent such entity is a corporate entity and such concept of “good standing” is applicable) under exists in the laws of its jurisdiction of incorporation or organization of such entity) free and has full corporate or other organizational power clear of all Encumbrances and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessarytransfer restrictions, except for those jurisdictions where Encumbrances or transfer restrictions of general applicability as may be provided under the failure Securities Act, applicable securities laws or organizational documents of such Acquired Corporations. Except for the shares of capital stock, ordinary shares or other equity interests of any Acquired Corporations, no Acquired Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to be so qualified acquire, or in good standing has not hadother securities convertible into or exchangeable or exercisable for, and would not reasonably be expected to have a Material Adverse Effectany capital stock or equity interests of any Entity.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organizedincorporated, validly existing and in good standing under the laws of Delaware the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; , and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have not, and would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect.
(b) The Section 2.1(b) of the Company does not own Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Companies owns any capital stock of, or any other equity interest of, or any equity interest or investment of any nature in, or any securities convertible or exchangeable for any such equity interests in, any other Entity other than its Subsidiariesan Acquired Company. The Company None of the Acquired Companies has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityEntity that is not an Acquired Company. No Acquired Company is party to any joint venture or other similar arrangement or relationship.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company (i) is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or its organization and (ii) has full corporate or other organizational all necessary power and authority required (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business as now conductedin the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used. Each Subsidiary of the Company is qualified or licensed to do business, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where any the failure thereof has not hadto be so qualified, licensed or in good standing does not, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryto, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware the State of Minnesota and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and as its business is presently proposed to be conducted; and (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 Company Contracts.
(b) The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the names “Cardiovascular Systems, Inc.”, “CSI”, “Shturman Cardiology Systems, Inc.”, and “Laser Cardiology Systems, Inc.”
(c) The Company is qualified not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign Entity, and is corporation in good standing, any jurisdiction other than the jurisdictions identified in each jurisdiction where Part 2.1(c) of the nature of its business requires such qualification or licensingCompany Disclosure Schedule, except where the failure to be so qualified, licensed authorized, registered or licensed, individually or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock ofthe aggregate, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect. Each such Subsidiary of the The Company is duly qualified to do business and is in good standing (to the extent as a concept of “good standing” is applicable) foreign corporation in each jurisdiction where such qualification is necessaryof the jurisdictions identified in Part 2.1(c) of the Company Disclosure Schedule.
(d) Part 2.1(d) of the Company Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of the Company, (ii) the names of the members of each committee of the board of directors of the Company and (iii) the names and titles of the officers of the Company.
(e) The Company has no Subsidiaries except for those jurisdictions where the failure to be so qualified or Entities identified in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.Part 2.1(e) of the Company Disclosure Schedule. Except as set forth in Part 2.1(e) of the Company Disclosure
Appears in 1 contract
Sources: Merger Agreement (Replidyne Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the State of Delaware and has all necessary the requisite corporate power and authority: (i) authority to conduct own, lease and operate all of its assets and to carry on its business in the manner in which its business as it is currently now being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Company, to the extent required, is duly qualified or licensed to do business as a foreign Entitycorporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business requires makes such qualification or licensinglicensing necessary (to the extent such concept is recognized in such jurisdiction), except where the failure to be so qualified, duly qualified or licensed or in good standing does not have and would not not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse EffectEffect on the Acquired Companies.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(cPart 2.1(b) of the Company Disclosure Schedule identifies each Subsidiary contains an accurate and complete list, as of the Company date of this Agreement, of the name and indicates its jurisdiction of organizationorganization of each Company Subsidiary. Each such Company Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable)organized, validly existing and and, to the extent applicable, in good standing under the Legal Requirements of the jurisdiction of its organization (to the extent a such concept of “good standing” is applicablerecognized in such jurisdiction) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational the requisite power and authority required to own, lease and operate the all of its assets and properties that it purports to own, lease and operate and to carry on its business as it is now being conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified duly organized, validly existing or in good standing has not hador to have such power and authority would not, and would not individually or in the aggregate, reasonably be expected to have or result in a Material Adverse EffectEffect on the Acquired Companies. There are no outstanding contractual obligations of any Acquired Company to repurchase, redeem or otherwise acquire any securities of any Company Subsidiary. Each outstanding share of capital stock of each Company Subsidiary that is a corporation is duly authorized, validly issued, fully paid and nonassessable and was issued free of any preemptive rights.
(c) None of the Acquired Companies has, at any time, been a general partner of, or has, at any time, otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. Except for the Company Subsidiaries and equity interests held as passive investments as part of the Company’s cash management programs purchased in accordance with the Company’s cash management policy, the Company does not directly or indirectly own any material equity or similar interest in, or any interest convertible into, or exchangeable or exercisable for, any material equity or similar interest in, any Entity.
Appears in 1 contract
Sources: Merger Agreement (Cavium, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, in all material respects. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 2.1(b) of the Company does not Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Companies own any capital stock of, or any other equity interest of, or any equity interest or investment of any nature nature, or any securities convertible or exchangeable for any such equity interests in, any other Entity other than its Subsidiariesan Acquired Company. The Company None of the Acquired Companies has not agreed and or is not obligated to make, and or is not 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 organizational documents of any of the Acquired Companies, including any amendments thereto, prohibit or otherwise restrict the pledging of the equity interests or assets of such Acquired Company or limit the ability to guarantee any Indebtedness. No Acquired Company is party to any joint venture or other similar arrangement or relationship.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company (i) is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and its organization, (ii) has full corporate or other organizational all necessary power and authority required authority: (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business as now in the manner in which its business is currently being conducted; and (B) to own and use its assets in the manner in which its assets are currently owned and used, in each case, in all material respects. Each Subsidiary of the Company is qualified or licensed to do business, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where any the failure thereof has to be in good standing does not hadhave, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (PetIQ, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) authority necessary to conduct own or lease all of its properties and assets and to carry on its business in the manner in which its business is currently being as now conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly licensed or qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its the business requires conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification or licensingnecessary, except for those jurisdictions where the failure to be so qualifiedlicensed, licensed qualified or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 3.1(b) of the Company does not Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and indicates its jurisdiction of organization. No Acquired Entities own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Section 3.1(b) of the Company Disclosure Letter. The Company None of the Acquired Entities has not agreed and or is not obligated to makeobligated, and or is not bound by any Contract under which it may become obligated obligated, to makeform, provide funds, make any future loan, capital contribution, guarantee, credit enhancement or other investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and and, where applicable, in good standing (to except for, in the extent a concept case of “good standing” is applicable, any jurisdiction that does not recognize such concept) under the laws of its jurisdiction of incorporation or organization and has full all corporate or other organizational power and authority required necessary to own, own or lease all of its properties and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted. Each such Subsidiary is duly licensed or qualified to do business as a foreign Entity and is in good standing in each jurisdiction where the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except for those jurisdictions where any failure thereof to be so licensed, qualified or in good standing has not had, had and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Envivio Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation DPI and Merger Sub are corporations duly organized, validly existing and in good standing under the laws of Delaware and has all necessary the State of Delaware, with the corporate power and authority: authority to carry on their business as now being conducted and as currently proposed to be conducted.
(ib) DPI has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Discovery Partners International, Inc.”
(c) DPI and Merger Sub are not and have not been required to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified be qualified, authorized, registered or licensed to do business as a foreign Entity, and is corporation in good standing, any jurisdiction other than the jurisdictions identified in each jurisdiction where Part 3.1(c) of the nature of its business requires such qualification or licensingDPI Disclosure Schedule, except where the failure to be so qualified, authorized, registered or licensed or has not had, and would not be reasonably expected to have, a DPI Material Adverse Effect. DPI and Merger Sub and each of their respective Subsidiaries are each in good standing does not have and would not reasonably be expected to have as a Material Adverse Effectforeign corporation in each of the jurisdictions identified in Part 3.1(c) of the DPI Disclosure Schedule.
(bd) The Company does not own any capital stock ofPart 3.1(d) of the DPI Disclosure Schedule accurately sets forth (i) the names of the members of the board of directors of DPI, or any other equity interest of, or any equity interest (ii) the names of any nature in, any other Entity the members of each committee of the board of directors of DPI and (iii) the names and titles of DPI’s officers.
(e) DPI has no Subsidiaries (other than its SubsidiariesMerger Sub) except for the Entities identified in Part 3.1(e) of the DPI Disclosure Schedule. The Company Neither DPI nor any DPI Subsidiary has not agreed and or is not obligated to make, and is not bound by any Contract under which it may become obligated to make, make any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c. Except as identified in Part 3.1(e) of the Company DPI Disclosure Schedule identifies each Schedule, neither DPI nor any DPI Subsidiary has guaranteed or is responsible or liable for any obligation of any of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation Entities in which it owns or has owned any equity or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effectfinancial interest.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Discovery Partners International Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of Delaware and the State of Delaware. The Company has all necessary corporate power and authority: authority (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own, lease and use its assets in the manner in which its assets are currently owned and used, except where any failure of such power and authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign
(b) Section 4.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates the jurisdiction of organization and the percentage ownership of each such Subsidiary’s equity interests as well as the holder(s) thereof.
(c) Each Subsidiary of the Company is (i) duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of jurisdiction of its organization, (ii) has all necessary corporate (or, in the case of any Subsidiary that is not a corporation, other) power and authority (A) to conduct its business in the manner in which its business is currently being conducted and (B) to own and use its assets in the manner in which its assets are currently owned and used. The Company , except where any failure of such power and authority has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (iii) is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) . The Company does not own own, directly or indirectly through one or more Acquired Companies, any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment the Entities identified in or capital contribution to any other Entity.
(c) Section 3.1(c4.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse EffectSchedule.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Biodelivery Sciences International Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and usedState of Delaware. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary Each of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company Subsidiary is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction in which it is organized, except where any failure to be so organized or existing or in good standing does not constitute, and would not reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect. Each of incorporation or organization the Company and the Company Subsidiary (i) has full all corporate or other organizational power and authority required to own, lease and operate conduct its business in the assets and properties that it purports to own, lease and operate manner in which its business is currently being conducted and to carry on own and use its business as now conducted, except where any failure thereof has not hadassets in the manner in which its assets are currently owned and used, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company (ii) is duly qualified or licensed to do business as a foreign corporation, and is in good standing (to the extent a concept of “good standing” is applicable) ), in each jurisdiction where the nature of its business requires such qualification is necessaryor licensing, except for those jurisdictions where the failure to have such power or authority, or to be so qualified or licensed or in good standing has standing, does not hadconstitute, and would not reasonably be expected to have constitute, individually or in the aggregate, a Material Adverse Effect.
(b) Other than the Company Subsidiary, the Company has no subsidiaries. Neither the Company nor the Company Subsidiary owns, directly or indirectly, any capital stock or other equity interests of, or any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, capital stock or other equity interests of, any Entity, other than the Company or the Company Subsidiary. The equity ownership of the Company Subsidiary is free and clear of any Encumbrances (other than Permitted Encumbrances).
Appears in 1 contract
Sources: Agreement and Plan of Merger (Marinus Pharmaceuticals, Inc.)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) authority necessary to conduct own, lease and operate all of the properties and assets that it purports to own, lease and operate and to carry on its business in the manner in which its business is currently being as now conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly licensed or qualified or licensed to do business as a foreign Entity, corporation and is in good standing, standing in each jurisdiction where the nature of its the business requires conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification or licensingnecessary, except for those jurisdictions where the failure to be so qualifiedlicensed, licensed qualified or in good standing does has not have had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Section 3.1(b) of the Company does not Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and indicates its jurisdiction of organization. No Acquired Entities own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Section 3.1(b) of the Company Disclosure Letter. The If any Entity is identified in Section 3.1(b) of the Company has not agreed and is not obligated to makeDisclosure Letter, and is not bound by any Contract under which it may become obligated to make, any future investment Section 3.1(b) of the Company Disclosure Letter accurately describes the capital stock or other equity interest that the Company owns in or capital contribution to any other such Entity.
(c) Except as set forth in Section 3.1(c) of the Company Disclosure Schedule identifies Letter, each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and and, where applicable, in good standing (to except for, in the extent a concept case of “good standing” is applicable, any jurisdiction that does not recognize such concept) under the laws of its jurisdiction of incorporation or organization and organization, has full all corporate or other organizational power and authority required necessary to own, lease and operate all of the properties and assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, is duly licensed or qualified to do business as a foreign Entity and is in good standing in each jurisdiction where the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where any failure thereof has for such failures to be so organized, qualified, licensed or in good standing that have not had, had and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does has not have had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c2.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization, types and number of outstanding equity interests thereof and the record and beneficial owners of such equity interests. Each such Subsidiary of the Company is a corporation or other business entity Entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business as a foreign Entity and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and, except as set forth on Part 3.1(a) of the Company Disclosure Schedule, the Company’s only Subsidiaries are (i) F-Star Therapeutics Securities Corporation, a security corporation duly organized, validly existing and in good standing under the laws of the State of Massachusetts (“FSC”) and (ii) F-star Therapeutics Limited, a private limited company, duly organized, validly existing and in good standing under the laws of England and Wales (“F-star Therapeutics UK” and together with FSC, the “Company Subsidiaries”). Each Acquired Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company Each Acquired Corporation is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own owns beneficially and of record all of the outstanding shares of capital stock of each Company Subsidiary, free and clear of all Encumbrances other than Permitted Encumbrances and transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock of the Company Subsidiaries held by the Company and as set forth on Part 3.1(b) of the Company Disclosure Schedule, no Acquired Corporation owns, directly or indirectly, any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other than its Subsidiariessecurities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. The Company has not agreed and is not obligated to make, and is not bound by by, any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and the State of Delaware. The Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entitycorporation or other entity, and is in good standingstanding (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualifiedas has not had, licensed or in good standing does not have and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation an Entity duly organized or other business entity duly incorporated or organized (as applicable)formed, validly existing and and, to the extent applicable, in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof to be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Subsidiary of the Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation or other entity, and is in good standing (with respect to the extent a concept of “good standing” is applicable) jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification is necessaryor licensing, except for those jurisdictions where the failure to be so qualified or in good standing as has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.
(c) Other than the shares of capital stock or other equity interest in the Subsidiaries of the Company identified on Section 3.1(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any Entity.
(d) No Subsidiary of the Company owns any Shares or other equity or ownership interests (including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of the Company.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and usedState of Delaware. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have and would not reasonably be expected to have a Material Adverse Effect.
(b) The Company does not own any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiaries. The Company has not agreed and is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) Each of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company other Acquired Companies is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that in which it purports to own, lease and operate and to carry on its business as now conductedis organized, except where any failure thereof has to be so organized or existing or in good standing does not hadconstitute, and would not reasonably be expected to have constitute, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary of the Acquired Company is duly qualified or licensed to do business as a foreign corporation, and is in good standing (to the extent a concept of “good standing” is applicable) ), in each jurisdiction where the nature of its business requires such qualification is necessary, except for those jurisdictions or licensing where the failure to have such power or authority, or to be so qualified or licensed or in good standing has standing, does not hadconstitute, and would not reasonably be expected to have constitute, individually or in the aggregate, a Material Adverse Effect.
(b) Each Acquired Company has all corporate or other organizational power and authority required to conduct its business in the manner in which its business is currently being conducted and to own and use its assets in the manner in which its assets are currently owned and used. Section 3.1(b) of the Company Disclosure Letter identifies each of the Subsidiaries of the Company (the Company and such Subsidiaries, collectively, the “Acquired Companies”, and each individually, an “Acquired Company”) and its place of organization. Each of the Acquired Companies (other than the Company) is wholly owned by the Company, directly or indirectly.
(c) No Acquired Company owns, directly or indirectly, any capital stock or other equity interests of, or any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, capital stock or other equity interests of, any Entity, other than an Acquired Company. The equity ownership of the Acquired Companies is free and clear of any Encumbrance except for such Encumbrances of general applicability as may be provided under the Securities Act or other applicable securities Encumbrances arising under the Credit Agreement.
Appears in 1 contract
Sources: Merger Agreement (Conformis Inc)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware the jurisdiction of its organization and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company is duly qualified or licensed to do business as a foreign Entitybusiness, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have not, and would not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect.
(b) The Section 2.1(b) of the Company does not own Disclosure Letter identifies each Subsidiary of the Company and indicates its jurisdiction of organization. None of the Acquired Corporations owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its Subsidiariesan Acquired Corporation. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not 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 organizational documents of any of the Acquired Corporations, including any amendments thereto, prohibit or otherwise restrict the pledging of the equity interests or assets of such Acquired Corporation or limit the ability to guarantee any Indebtedness.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company (i) is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and its organization, (ii) has full corporate or other organizational all necessary power and authority required authority: (A) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business in the manner in which its business is currently being conducted; and (B) to own and use its assets in the manner in which its assets are currently owned and used, and (iii) is qualified or licensed to do business as now conducteda foreign Entity, except and is in good standing, in each jurisdiction where any the nature of its business requires such qualification or licensing, except, in each case, where the failure thereof has not hadto be in good standing or qualified or licensed does not, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryto, except for those jurisdictions where the failure to be so qualified individually or in good standing has not hadthe aggregate, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation an Entity duly organized, validly existing and in good standing under the laws of Delaware and the jurisdiction of its organization. The Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (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, except, in each case, where any such failure would not reasonably be expected to have a Company Material Adverse Effect. The Company is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have have, and would not reasonably be expected to have have, a Material Adverse Effect.
(b) The Part 2.1(b) of the Company does not own Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity Entity, other than its Subsidiariesthe Entities identified in Part 2.1(b) of the Company Disclosure Schedule. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of incorporation or organization and has full corporate or other organizational power and authority required to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conductedorganization, except where any the failure thereof has to be in good standing does not hadhave, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessaryhave, except for those jurisdictions where the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (XRS Corp)
Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used. The Company ; and (iii) to perform its obligations under all Contracts by which it is qualified or licensed to do business as a foreign Entity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensingbound, except where the failure to be so qualifiedorganized, licensed validly existing or in good standing does not have and standing, would not reasonably be expected to have a Material Adverse Effect.
(b) The Part 3.1(b) of the Company does not own Disclosure Schedule identifies the name and address of each Subsidiary of the Company and indicates its jurisdiction of organization and each jurisdiction in which it is authorized to conduct or actually conducts business. Neither the Company nor any of its Subsidiaries owns any capital stock of, or any other equity interest of, or any equity interest of any nature in, any other Entity other than its the Subsidiaries. The Company None of the Acquired Corporations has not agreed and or is not obligated to make, and or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other EntityEntity other than a Subsidiary of the Company.
(c) Section 3.1(c) of the Company Disclosure Schedule identifies each Each Subsidiary of the Company and indicates its jurisdiction of organization. Each such Subsidiary of the Company is a corporation or other business entity an Entity duly incorporated or organized (as applicable)organized, validly existing and in good standing (to the extent a such concept of “good standing” is applicableapplicable in the applicable jurisdictions) under the laws of its the jurisdiction of incorporation or organization its organization, and has full corporate or other all necessary organizational power and authority required authority: (i) to own, lease and operate the assets and properties that it purports to own, lease and operate and to carry on conduct its business as now in the manner in which its business is currently being conducted; (ii) to own and use its properties and assets in the manner in which such properties and assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound, except where any failure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified organized, validly existing or in good standing has not hadstanding, and or have such power or authority, would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) Each of the Acquired Corporations is qualified or licensed to do business as a foreign Entity and is in good standing, in each jurisdiction in which the nature of its business requires such qualification or license, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)