01Organization and Qualification. Each of the Company and its Subsidiaries is an entity duly organized and validly existing under the laws of their respective jurisdiction of organization, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect.
01Organization and Qualification. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted. The memorandum and articles of association of the Company as filed with the SEC, is the current Memorandum and Articles and is in full force and effect. The Company is not in violation of any of the provisions of its Memorandum and Articles except as would not have a Material Adverse Effect.
01Organization and Qualification. MJHI has no subsidiaries, affiliated corporation or holdings, and owns no interest in any other enterprise (whether or not such enterprise is a corporation), except as described in the Supplemental Information About MJHI, “Exhibit A” which also correctly sets forth MJHI’s state of incorporation, principal place of business, jurisdictions in which it is qualified to do business, and the business which it presently conducts and which it contemplates conducting. MJHI is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with all requisite power and authority to own, lease, and license its properties and assets and to conduct its business in the manner in which such business is now being conducted or contemplated. MJHI is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing, or licensing of property or the conduct of the business makes such qualification necessary.
01Organization and Qualification. CBDS has no subsidiaries, affiliated corporations, or holdings, and owns no interest in any other enterprise (whether or not such enterprise is a corporation), except as noted on EXHIBIT B, "Supplemental Information About CBDS”. EXHIBIT B correctly sets forth CBDS’s state of incorporation, principal place of business, jurisdictions in which it is qualified to do business, and the business which it presently conducts and which it contemplates conducting. CBDS is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with all requisite power and authority to own, lease, and license its properties and assets and to conduct its business in the manner in which such business is now being conducted or contemplated. CBDS is duly qualified to do business and is in good standing in every jurisdiction in which its ownership, leasing, or licensing of property or the conduct of the business makes such qualification necessary.
01Organization and Qualification. CBDS has no subsidiaries, affiliated corporations, or holdings, and owns no interest in any other enterprise (whether or not such enterprise is a corporation), except for Merger Sub, which has been created for the sole purpose of competing this Merger agreement and except as noted on Exhibit B, "Supplemental Information About CBDS”. Exhibit B correctly sets forth CBDS’s and Merger Sub’s states of incorporation, principal places of business, jurisdictions in which they is qualified to do business, and the business which they presently conduct and which they contemplate conducting. CBDS and Merger Sub are corporations duly organized, validly existing, and in good standing under the laws of their jurisdiction of incorporation, with all requisite power and authority to own, lease, and license their properties and assets and to conduct their business in the manner in which such business is now being conducted or contemplated. CBDS and Merger Sub are duly qualified to do business and are in good standing in every jurisdiction in which their ownership, leasing, or licensing of property or the conduct of the business makes such qualification necessary.
01Organization and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person and the financial statements of such Person are consolidated with financial statements of the Company for financial reporting purposes or (y) controls or operates all or any part of the business, operations or administration of such Person and the financial statements of such Person are consolidated with financial statements of the Company for financial reporting purposes, and each of the foregoing, is individually referred to herein as a “Subsidiary”
01Organization and Qualification. Each of the Company and its Subsidiaries (as defined below) is an entity duly organized and validly existing under the laws of their respective jurisdictions of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”
01Organization and Qualification. Each of the Company and its Subsidiary (as defined below) is an entity duly organized and validly existing under the laws of its state of organization or incorporation, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiary is duly qualified to do business and is in good standing (to the extent applicable) in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. “Subsidiaries” means any Person (as defined below) in which the Company, directly or indirectly, (x) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (y) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”
01Organization and Qualification. Each of the Company and its subsidiaries is a duly organized and validly existing corporation in good standing under the laws of its jurisdiction of incorporation, with all requisite corporate power and other authority to own its properties and conduct its business as it is being conducted on the date hereof, and is duly qualified and in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary. The Company has heretofore made available to the Sub accurate and complete copies of the Certificates of Incorporation and Bylaws as currently in effect of the Company and its subsidiaries.
01Organization and Qualification. Each of the Parent and the Sub is duly organized and validly existing in good standing under the laws of the state of its organization, with all requisite power and authority to own its properties and conduct its business. All of the issued and outstanding capital stock of the Sub is owned directly by the Parent, free and clear of any lien, mortgage, pledge, charge, security interest or encumbrance of any kind.
