Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 97 contracts
Sources: Note Purchase Agreement (AtomBeam Technologies Inc.), Warrant Agreement (Aptera Motors Corp), Warrant Agreement (Aptera Motors Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 52 contracts
Sources: Exchange Agreement (SharpLink Gaming, Inc.), Exchange Agreement (SharpLink Gaming, Inc.), Exchange Agreement (Aditxt, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 40 contracts
Sources: Note Purchase Agreement (Allovir, Inc.), Consent to Yorkville Arrangements (Celularity Inc), Note Purchase Agreement (Samsara Vision, Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 32 contracts
Sources: Exchange Agreement (Capstone Holding Corp.), Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Acasti Pharma Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the Company or its business or propertiesbusiness.
Appears in 27 contracts
Sources: Note and Warrant Purchase Agreement (10X Capital Venture Acquisition Corp. III), Note and Warrant Purchase Agreement (10X Capital Venture Acquisition Corp. III), License Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 21 contracts
Sources: Subscription Agreement, Subscription Agreement, Subscription Agreement
Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. .
(b) The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it is required to be so qualified or in good standing, except where the failure to so qualify or be in good standing would have a not be material and adverse effect on its business or propertiesto the Company.
Appears in 19 contracts
Sources: Common Stock Purchase Agreement (Centuri Holdings, Inc.), Common Stock Purchase Agreement (Southwest Gas Holdings, Inc.), Common Stock Purchase Agreement (Southwest Gas Holdings, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 17 contracts
Sources: Exclusive Channel Collaboration Agreement (Carisma Therapeutics Inc.), Note Purchase Agreement, Asset Purchase Agreement (Excel Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 17 contracts
Sources: Securities Purchase Agreement (MGT Capital Investments, Inc.), Securities Purchase Agreement (MGT Capital Investments Inc), Securities Purchase Agreement (Players Network)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.
Appears in 16 contracts
Sources: Note Purchase Agreement (Thinspace Technology, Inc.), Note Purchase Agreement (Thinspace Technology, Inc.), Subscription Agreement (Las Vegas Railway Express, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 15 contracts
Sources: Stock Purchase Agreement (Gensia Inc), Preferred Stock and Warrant Purchase Agreement (Bizness Online Com), Stock Purchase Agreement (Vical Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 14 contracts
Sources: Conversion Agreement (zSpace, Inc.), Series D Preferred Stock Purchase Agreement (Neothetics, Inc.), Common Stock Purchase Agreement (Cherokee Inc)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 14 contracts
Sources: Convertible Debenture (Anchor Pacific Underwriters Inc), Convertible Debenture (Anchor Pacific Underwriters Inc), Securities Purchase Agreement (Memry Corp)
Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to do so qualify would have a material adverse effect on its business or properties.
Appears in 13 contracts
Sources: Subscription Agreement (CNote Group, Inc.), Subscription Agreement (CNote Group, Inc.), Subscription Agreement (CNote Group, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 13 contracts
Sources: Assignment Agreement (Celera CORP), Stock Purchase Agreement (Pharmacyclics Inc), Lease Termination and Advance Payment Agreement (Geron Corporation)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 13 contracts
Sources: Convertible Promissory Note and Warrant Purchase Agreement (VG Life Sciences Inc.), Convertible Debenture and Warrant Purchase Agreement (VG Life Sciences Inc.), Convertible Promissory Note and Warrant Purchase Agreement (VG Life Sciences Inc.)
Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. .
(b) The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure it is required to be so qualify would have a material adverse effect on its business qualified or propertiesin good standing.
Appears in 12 contracts
Sources: Common Stock Purchase Agreement (Medallia, Inc.), Class a Common Stock Purchase Agreement (Seer, Inc.), Common Stock Purchase Agreement (Cannae Holdings, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesDelaware.
Appears in 12 contracts
Sources: Convertible Note, Note Purchase Agreement (Stratex Oil & Gas Holdings, Inc.), Restricted Stock Agreement (Ign Entertainment Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 11 contracts
Sources: Senior Secured Note Purchase Agreement (HCW Biologics Inc.), Secured Subordinated Promissory Note (Serve Robotics Inc. /DE/), Senior Secured Note Purchase Agreement (HCW Biologics Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and currently planned to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 11 contracts
Sources: Series C Preferred Stock Purchase Agreement, Series a and a 1 Preferred Stock Purchase Agreement, Series a Preferred Stock Purchase Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its property and carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts and in each jurisdiction in which its ownership of property or the failure to so qualify would have a material adverse effect on its nature of the business or propertiesconducted by it makes such qualification necessary.
Appears in 11 contracts
Sources: Series a Preferred Stock Purchase Agreement (Gi Dynamics, Inc.), Note Exchange and Warrant Cancellation Agreement (Gi Dynamics, Inc.), Convertible Note Purchase Agreement (Gi Dynamics, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business or properties.
Appears in 10 contracts
Sources: Note Purchase Agreement (Geovic Mining Corp.), Note Purchase Agreement (Geovic Mining Corp.), Note Purchase Agreement (Geovic Mining Corp.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 9 contracts
Sources: Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc), Merger Agreement (Cogent Communications Group Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business the business, assets (including intangible assets), liabilities, financial condition, property or propertiesresults of operations of the Company.
Appears in 8 contracts
Sources: Note Purchase Agreement (PARTS iD, Inc.), Note Purchase Agreement (PARTS iD, Inc.), Note Purchase Agreement (PARTS iD, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 8 contracts
Sources: Common Stock Purchase Agreement (NANOPHASE TECHNOLOGIES Corp), Common Stock Purchase Agreement (NANOPHASE TECHNOLOGIES Corp), Note and Warrant Purchase Agreement (One Stop Systems, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation has been duly incorporated and organized, and is validly existing, and existing in good standing standing, under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to enter into and perform this Agreement, to own and operate its properties and assets, and to carry on its business as now currently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 8 contracts
Sources: Common Stock Purchase Agreement (Tauriga Sciences, Inc.), Common Stock Purchase Agreement (Tauriga Sciences, Inc.), Securities Exchange Agreement (Jmar Technologies Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its the business or propertiesproperties of the Company.
Appears in 8 contracts
Sources: Note Purchase Agreement (Biolife Solutions Inc), Note Purchase Agreement (Biolife Solutions Inc), Note Purchase Agreement (Biolife Solutions Inc)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 7 contracts
Sources: Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series B Preferred Stock Purchase Agreement (Avantgo Inc), Series G Preferred Stock Purchase Agreement (Preview Systems Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified and authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which where the nature of its activities and of its properties makes such qualification necessary, except where failure to so qualify would not have a material adverse effect on its business or propertiesupon the Company.
Appears in 7 contracts
Sources: Stock Purchase Agreement (Epoch Pharmaceuticals Inc), Stock Purchase Agreement (Epoch Pharmaceuticals Inc), Stock Purchase Agreement (Computer Motion Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 7 contracts
Sources: Bridge Loan Agreement (Cellular Biomedicine Group, Inc.), Bridge Loan Agreement (Cellular Biomedicine Group, Inc.), Bridge Loan Agreement (Cellular Biomedicine Group, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted or proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Plastinum Polymer Technologies Corp.), Note Purchase Agreement (Plastinum Polymer Technologies Corp.), Note Purchase Agreement (Plastinum Polymer Technologies Corp.)
Organization, Good Standing and Qualification. The Company is a corporation has been duly incorporated and organized, and is validly existing, and existing in good standing standing, under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own and operate its properties and assets and to carry on its business as now currently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 7 contracts
Sources: Note Purchase Agreement (Aduro Biotech, Inc.), Note Purchase Agreement (Movano Inc.), Note Purchase Agreement (Reviva Pharmaceuticals Holdings, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business as a corporation and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on upon the Company’s ability to perform its business or propertiesobligations under this Agreement.
Appears in 6 contracts
Sources: Stock Purchase Agreement (Fate Therapeutics Inc), Stock Purchase Agreement (Fate Therapeutics Inc), Stock Purchase Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedDelaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its business (a) the present or propertiesfuture business, assets, or operations, of the Company, taken as a whole or (b) the Company’s ability to perform this Agreement or the Related Agreements (as defined below) (a “Material Adverse Effect”).
Appears in 6 contracts
Sources: Subscription Agreement, Subscription Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing to do business as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.
Appears in 6 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Net Value Holdings Inc), Series a Convertible Preferred Stock Purchase Agreement (Net Value Holdings Inc), Series a Convertible Preferred Stock Purchase Agreement (Net Value Holdings Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, formed and validly existing, and in good standing existing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 6 contracts
Sources: Voting Agreement (Genaissance Pharmaceuticals Inc), Voting Agreement (Genaissance Pharmaceuticals Inc), Voting Agreement (Genaissance Pharmaceuticals Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.
Appears in 6 contracts
Sources: Collaboration and License Agreement (Aptevo Therapeutics Inc.), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Trubion Pharmaceuticals, Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 6 contracts
Sources: Safe Purchase Agreement, Safe Purchase Agreement, Note Purchase Agreement (Mosaic ImmunoEngineering Inc.)
Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 5 contracts
Sources: Subscription Agreement (DPW Holdings, Inc.), Subscription Agreement (DPW Holdings, Inc.), Note Investment Agreement (StreetShares, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified as a foreign corporation or is otherwise duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would would, either individually or in the aggregate, have a material adverse effect on its business or properties.
Appears in 5 contracts
Sources: Preferred Stock Purchase Agreement (Printcafe Inc), Series F Preferred Stock Purchase Agreement (Printcafe Software Inc), Series E Preferred Stock Purchase Agreement (Printcafe Software Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a be material adverse effect on to the Company or its business or properties.
Appears in 5 contracts
Sources: Secured Convertible Note Purchase Agreement (Steinberg Michael), Secured Convertible Note Purchase Agreement (Gonzalez May Carlos Alfredo), Secured Convertible Note Purchase Agreement (Lewis & Clark Ventures I, LP)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 5 contracts
Sources: Series a 1 Preferred Stock Purchase Agreement, Series a 2 Preferred Stock Purchase Agreement (Akorn Inc), Series B Preferred Stock Purchase Agreement (WhiteSmoke, Inc.)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 5 contracts
Sources: Series C Preferred Stock Purchase Agreement (Corsair Communications Inc), Series a Preferred Stock Purchase Agreement (Corsair Communications Inc), Series D Preferred Stock Purchase Agreement (Corsair Communications Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under under, and by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business the financial condition, business, or propertiesoperations of the Company taken as a whole.
Appears in 5 contracts
Sources: Note Purchase Agreement (Heron Therapeutics, Inc. /De/), Note Purchase Agreement (Rubric Capital Management LP), Note Purchase Agreement (Heron Therapeutics, Inc. /De/)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted or proposed to be conducted. The Company is or its representatives are duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 5 contracts
Sources: Credit Agreement (Opko Health, Inc.), Credit Agreement (Opko Health, Inc.), Credit Agreement (Castle Brands Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified business, to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Stock, and to so qualify would have a material adverse effect on its business or propertiescarry out the provisions of this Agreement.
Appears in 5 contracts
Sources: Patent License Agreement (Nanosys Inc), Patent License Agreement (Nanosys Inc), Patent License Agreement (Nanosys Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The , and the Company is duly qualified has all requisite power and authority to transact business enter into and is in good standing in each jurisdiction in which perform this Agreement and the failure to so qualify would have a material adverse effect on its business or propertiestransactions contemplated hereby.
Appears in 5 contracts
Sources: Asset Purchase Agreement (Ultimate Software Group Inc), Merger Agreement (Ultimate Software Group Inc), Asset Purchase Agreement (Ultimate Software Group Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 5 contracts
Sources: Lease (aTYR PHARMA INC), Convertible Note Purchase Agreement (Syndax Pharmaceuticals Inc), Lease (ZP Holdings Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which qualification is required, except where the failure to so qualify qualify, individually or in the aggregate, would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 4 contracts
Sources: Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.), Preferred Stock and Warrant Purchase Agreement (Lime Energy Co.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company and each of its subsidiaries has full power and authority to own, operate, and occupy its properties and to conduct its business as presently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Mattersight Corp), Common Stock Purchase Agreement (Mattersight Corp), Common Stock Purchase Agreement (Mattersight Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Securities Purchase Agreement (InspireMD, Inc.), Securities Purchase Agreement (Ruthigen, Inc.), Stock Purchase Agreement (Driveway Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Note Purchase Agreement (Telemynd, Inc.), Note Purchase Agreement (MYnd Analytics, Inc.), Note and Warrant Purchase Agreement (MYnd Analytics, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Collaborative Research Agreement (Abgenix Inc), Collaborative Research Agreement (Abgenix Inc), Series C Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly has filed to become qualified to transact business and is as a foreign corporation in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesState of California.
Appears in 4 contracts
Sources: Contribution Agreement, Contribution Agreement (Cryocor Inc), Contribution Agreement (Cryocor Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as now presently conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver the failure Note, and to so qualify would have a material adverse effect on perform its business or propertiesobligations thereunder.
Appears in 4 contracts
Sources: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, to carry out the provisions of this Agreement, and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Settlement Agreement (Ascent Solar Technologies, Inc.), Common Stock Purchase Agreement (Ascent Solar Technologies, Inc.), Stock Purchase Agreement (Ascent Solar Technologies, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business business, and is in good standing standing, in each U.S. jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.
Appears in 4 contracts
Sources: Warrant Agreement (Sonus Communication Holdings Inc), Stock Subscription Agreement (Sonus Communication Holdings Inc), Warrant Agreement (Sonus Communication Holdings Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in the state of California and in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 4 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business business, properties, operations, prospects or propertiescondition (financial or otherwise).
Appears in 4 contracts
Sources: Recapitalization Agreement (Northwest Biotherapeutics Inc), Recapitalization Agreement (Northwest Biotherapeutics Inc), Recapitalization Agreement (Toucan Capital Fund II, LP)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the operation of its business or properties.
Appears in 4 contracts
Sources: Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or propertiesoperations.
Appears in 4 contracts
Sources: Equity Agreement, Stock Purchase Agreement (Sibia Neurosciences Inc), Stock Purchase Agreement (Amylin Pharmaceuticals Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Atrix Laboratories Inc), Stock Purchase Agreement (Atrix Laboratories Inc), Stock Purchase Agreement (Sanofi Synthelabo Sa)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series C Preferred Stock and Warrant Purchase Agreement (Rhythms Net Connections Inc), Series D Preferred Stock Purchase Agreement (Rhythms Net Connections Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Note and Warrant Purchase Agreement (Nanosphere Inc), Note Purchase Agreement (Nanosphere Inc), Note and Warrant Purchase Agreement (Nanosphere Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesDelaware.
Appears in 4 contracts
Sources: Purchase Option Agreement (Symmetry Holdings Inc), Purchase Option Agreement (Symmetry Holdings Inc), Purchase Option Agreement (Symmetry Holdings Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify would have not result in a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 4 contracts
Sources: Purchase Agreement (Hearusa Inc), Purchase Agreement (Hearusa Inc), Purchase Agreement (Vcampus Corp)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 4 contracts
Sources: Series a Preferred Stock Purchase Agreement (Petopia Com Inc), Series D Preferred Stock Purchase Agreement (Petopia Com Inc), Series C Preferred Stock Purchase Agreement (Petopia Com Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares, and to carry out the provisions of this Agreement and to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Settlement Agreement (Corvas International Inc), Stock Purchase Agreement (Dendreon Corp), Stock Purchase Agreement (Dendreon Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Endocare Inc), Common Stock Purchase Agreement (Endocare Inc), Common Stock Purchase Agreement (Endocare Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, incorporated and existing in good standing under the laws General Corporation Law of the State of Delaware and has all requisite corporate power and authority to carry on own and operate its assets and properties, to conduct its business as now it is currently being conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement and to consummate the failure to so qualify would have a material adverse effect on its business or propertiestransactions contemplated herein.
Appears in 3 contracts
Sources: Subscription Agreement (Advanced Photonix Inc), Subscription Agreement (Advanced Photonix Inc), Subscription Agreement (Advanced Photonix Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Convertible Promissory Note and Warrant Purchase Agreement (Poniard Pharmaceuticals, Inc.), Convertible Promissory Note and Warrant Purchase Agreement (Poniard Pharmaceuticals, Inc.), Convertible Promissory Note and Warrant Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.
Appears in 3 contracts
Sources: Flashseed Preferred Stock Subscription Agreement, Flashseed Preferred Stock Subscription Agreement, Flashseed Preferred Stock Subscription Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesState of California.
Appears in 3 contracts
Sources: Series B Preferred Stock Purchase Agreement (Niku Corp), Series a Preferred Stock Purchase Agreement (Niku Corp), Series F Preferred Stock Purchase Agreement (Niku Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business the business, assets, liabilities, financial condition, property or propertiesresults of operation of the Company.
Appears in 3 contracts
Sources: Convertible Note Purchase Agreement (BTCS Inc.), Convertible Note Purchase Agreement (BTCS Inc.), Convertible Note Purchase Agreement (Bitcoin Shop Inc.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties. As of the Closing, the Certificate shall be in the form attached hereto as Exhibit B and the Bylaws of the Company shall be in the form provided to counsel for the Investors prior to the Closing.
Appears in 3 contracts
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc), Series F Preferred Stock and Warrant Purchase Agreement (Xcyte Therapies Inc), Purchase Agreement (Xcyte Therapies Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its it business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Globecomm Systems Inc), Series a Preferred Stock Purchase Agreement (Globecomm Systems Inc), Common Stock Purchase Agreement (Globecomm Systems Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under and subject to the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.
Appears in 3 contracts
Sources: Flash Cf Preferred Stock Subscription Agreement, Flash Cf Preferred Stock Subscription Agreement, Flash Cf Preferred Stock Subscription Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and as proposed to be conducted in the future. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Cellnet Data Systems Inc), Stock Purchase Agreement (Cellnet Data Systems Inc), Stock Purchase Agreement (Cellnet Data Systems Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets, to carry out the transactions contemplated by the Financing Agreements, and to carry on its business as now presently conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the such failure to so qualify would could reasonably be expected to have a material adverse effect Material Adverse Effect (as defined in Section 2.5 below) on its business or propertiesthe Company.
Appears in 3 contracts
Sources: Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc), Collaboration and License Agreement (Affymax Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Convertible Note Purchase Agreement (Bitcoin Shop Inc.), Exchange Agreement (Utstarcom Inc), Exchange Agreement (Utstarcom Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would could reasonably be expected to have a material adverse effect on its business or properties.
Appears in 3 contracts
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Great Basin Scientific, Inc.), Loan Agreement (Great Basin Scientific, Inc.), Series a Convertible Preferred Stock Purchase Agreement (Bab Holdings Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existingexisting under, and by virtue of, the laws of Delaware and is in good standing under such laws. The Company has the laws of the State of Delaware and has all requisite corporate power to own and authority operate its properties and assets, and to carry on its business as now presently conducted and as proposed to be conducted. The Company is duly qualified to transact do business and is as a foreign corporation in good standing in each any jurisdiction in which where the failure to be so qualify qualified would have a material adverse effect impact on its the business or propertiesfinancial condition of the Company.
Appears in 3 contracts
Sources: License Agreement (Cv Therapeutics Inc), License Agreement (Cv Therapeutics Inc), License Agreement (Cv Therapeutics Inc)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the operation of its business or properties.
Appears in 3 contracts
Sources: Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Promissory Note and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/), Convertible Secured Promissory Note Purchase Agreement (Lernout & Hauspie Speech Products Nv)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under under, and by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.
Appears in 3 contracts
Sources: Purchase Agreement (Horizon Offshore Inc), Securities Purchase Agreement (Prudential Private Equity Investors Iii Lp), Securities Purchase Agreement (Stormedia Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is as a foreign corporation in good standing in each jurisdiction all jurisdictions in which the failure to so qualify would have a material adverse effect on its business or propertiesthe Company.
Appears in 3 contracts
Sources: Unit Purchase Agreement (Immune Response Corp), Unit Purchase Agreement (Kimberlin Kevin), Unit Purchase Agreement (Immune Response Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect Material Adverse Effect on its business or properties.
Appears in 3 contracts
Sources: Stock Purchase Agreement (TTR Technologies Inc), Stock Purchase Agreement (TTR Inc), Stock Purchase Agreement (Macrovision Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business except where the failure so to so qualify has not had or would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company does not have any operating Subsidiaries.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Lipid Sciences Inc/), Securities Purchase Agreement (Lipid Sciences Inc/), Securities Purchase Agreement (Lipid Sciences Inc/)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company has no Subsidiaries.
Appears in 3 contracts
Sources: Purchase Agreement (Avalon Pharmaceuticals Inc), Purchase Agreement (Avalon Pharmaceuticals Inc), Purchase Agreement (Avalon Pharmaceuticals Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State state of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or its leasing of property makes such qualification or licensing necessary, unless the failure to so qualify would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Cancer Genetics, Inc), Credit Agreement (Cancer Genetics, Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its business as now currently conducted. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesState of Texas.
Appears in 2 contracts
Sources: Subscription Agreement (Aronex Pharmaceuticals Inc), Subscription Agreement (Enchira Biotechnology Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and each of the Guarantors is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate power and authority to carry on its business as now conducted. The Company and each Guarantor is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
Appears in 2 contracts
Sources: Senior Secured Note Purchase Agreement (Zapata Computing Holdings Inc.), Senior Secured Note Purchase Agreement (Andretti Acquisition Corp.)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to carry on conduct its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.
Appears in 2 contracts
Sources: Loan Agreement (Idw Media Holdings, Inc.), Loan Agreement (Straight Path Communications Inc.)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under under, and by virtue of, the laws of the State of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Sohu Com Inc), Series C Preferred Stock Purchase Agreement (Sohu Com Inc)
Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.
Appears in 2 contracts
Sources: Common Stock Subscription Agreement (EvaMedia Corp), Common Stock Subscription Agreement (EverythingAmped Corp)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business as a corporation and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on upon the Company’s ability to perform its business obligations under this Agreement or propertiesthe validity or enforceability of, or Purchaser’s rights and remedies under, this Agreement.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Harvest Natural Resources, Inc.), Common Stock Purchase Agreement (Cryocor Inc)
Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conductedconducted and as currently proposed to be conducted and to own and operate its properties. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Avantgo Inc), Series C Preferred Stock Purchase Agreement (Avantgo Inc)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existingexisting under, and in good standing under by virtue of, the laws of the State of Delaware and has all requisite is in corporate power and authority to carry on its business as now conductedgood standing under such laws. The Company is duly qualified and is authorized to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the Company or its business or propertiesbusiness.
Appears in 2 contracts
Sources: Guarantee Issuance Agreement (SCP Private Equity Partners Ii Lp), Guarantee Issuance Agreement (Breakaway Solutions Inc)
Organization, Good Standing and Qualification. The Company is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conductedconducted and as presently proposed to be conducted and to enter into this Warrant. The Company is duly qualified to transact business and is in good standing to do business as a foreign corporation in each jurisdiction in which where the failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.
Appears in 2 contracts
Sources: Warrant Agreement (Kadmon Holdings, LLC), Warrant Agreement (Kadmon Holdings, LLC)
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business business, financial condition or propertiesproperties (a "Material Adverse Effect").
Appears in 2 contracts
Sources: Secured Convertible Note Purchase Agreement (Accrue Software Inc), Secured Convertible Note Purchase Agreement (Smelick Robert)