Common use of Organization of Parent and Merger Sub Clause in Contracts

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted.

Appears in 2 contracts

Sources: Merger Agreement (Millennium Ethanol, LLC), Merger Agreement (US BioEnergy CORP)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectively.

Appears in 2 contracts

Sources: Merger Agreement (Sciquest Inc), Merger Agreement (Mediabin Inc)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organizedcorporation, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate of its assets and property and to carry on its business as now being conductedincorporation.

Appears in 2 contracts

Sources: Merger Agreement (Paychex Inc), Merger Agreement (Pactiv Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) has the all requisite corporate or limited liability company or other power and authority to own, lease and operate its assets and property properties and to carry on its business as now being conductedconducted except, in the case of clause (ii) for those authorizations, qualifications and licenses, the absence of which would not, individually or in the aggregate, have a Material Adverse Effect on Parent and Merger Sub, respectively.

Appears in 2 contracts

Sources: Merger Agreement (Yahoo Inc), Merger Agreement (Inktomi Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted.A-17

Appears in 2 contracts

Sources: Merger Agreement (Keravision Inc /Ca/), Agreement and Plan of Reorganization (Transcend Therapeutics Inc)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation (or limited liability company other entity) duly organized, validly existing existing, and in good standing under the laws Applicable Law of the jurisdiction in which it is organized; and of its incorporation (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conductedformation).

Appears in 1 contract

Sources: Merger Agreement (Patterson Dental Co)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate of its assets and property and to carry on its business as now being conductedorganization.

Appears in 1 contract

Sources: Merger Agreement (Avanos Medical, Inc.)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company corporation, duly organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized; and (ii) has the corporate of its incorporation or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conductedformation.

Appears in 1 contract

Sources: Merger Agreement (Commvault Systems Inc)

Organization of Parent and Merger Sub. Each of Parent is a limited liability company and Merger Sub (i) is a corporation or limited liability company corporation, and each is duly organized, validly existing and in good standing under the laws of the its respective jurisdiction in which it is organized; of formation and (ii) has the all requisite corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted.conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would reasonably be expected to have a Parent Material Adverse Effect. For purposes of this Agreement, “Parent Material

Appears in 1 contract

Sources: Merger Agreement (Cellu Tissue Holdings, Inc.)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conductedof incorporation.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Gambling.com Group LTD)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation or limited liability company other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate of its assets and property and to carry on its business as now being conductedincorporation.

Appears in 1 contract

Sources: Merger Agreement (Applera Corp)

Organization of Parent and Merger Sub. Each of Parent and each Merger Sub (i) is a corporation or limited liability company duly organizedcompany, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized; and (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted.

Appears in 1 contract

Sources: Merger Agreement (Brunswick Corp)

Organization of Parent and Merger Sub. Each of Parent and Merger Sub (i) is a corporation (or limited liability company other entity) duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; and of its incorporation (ii) has the corporate or limited liability company or other power and authority to own, lease and operate its assets and property and to carry on its business as now being conductedformation).

Appears in 1 contract

Sources: Agreement and Plan of Merger (Medvest Holdings Corp)