Common use of Acquired Entities Clause in Contracts

Acquired Entities. (a) To the extent in existence, each Acquired Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted. Any Acquired Entity that is organized after the date of this Agreement shall be duly organized and validly existing under the laws of its jurisdiction of organization as of the date of its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducted. (b) To the extent in existence, the authorized and issued and outstanding shares, membership interests or other voting or equity interests of each such Acquired Entity is set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, or equity interests of each Acquired Entity that are reflected on Section 3.06(b) of the Disclosure Schedule as being owned by Seller constitute all of the Purchased Shares and are owned beneficially and of record directly or indirectly by Seller free and clear of any Lien (other than Liens arising under applicable securities laws), and have been duly authorized and validly issued and, to the extent such terms are applicable, are fully paid and non-assessable. Except as set forth in Section 3.06(b) of the Disclosure Schedule, there are no outstanding (i) shares of capital stock, equity interest or voting securities of any Acquired Entity, (ii) securities of any Acquired Entity convertible into or exchangeable for shares of capital stock, equity interest or voting securities of such Acquired Entity, or (iii) options, phantom equity, equity appreciation or similar rights, or other rights to acquire from any Acquired Entity, or other obligations of any Acquired Entity to issue, any capital stock, equity interest, voting securities or securities convertible into or exchangeable for capital stock, equity interest or voting securities of such Acquired Entity (the foregoing, collectively, “Acquired Entity Securities”). Except for this Agreement, there are no binding agreements, arrangements, warrants, preemptive rights, options, puts, rights or other outstanding commitments or rights, to which Seller or any Acquired Entity is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the Acquired Entity Securities. There are no outstanding obligations of any Acquired Entity to repurchase, redeem or otherwise acquire any outstanding Acquired Entity Securities. Seller has made available to Buyer true, correct and complete copies of all applicable organizational, constitutional or governing documents of each Acquired Entity (including all amendments thereto) as in effect as of the date of this Agreement. No Acquired Entity is in violation of any of the provisions of its applicable organizational, constitutional or governing documents. (c) Except as would not be material to the Business, individually or in the aggregate, each Acquired Entity that is in existence as of the date of this Agreement is, and each Acquired Entity that is organized after the date of this Agreement will be, to the extent legally applicable, in good standing as a foreign entity in each jurisdiction where such qualification is necessary.

Acquired Entities. (a) To the extent in existenceexistence and designated as an Acquired Entity as of the date of this Agreement, each such Acquired Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted. Any Acquired Entity that is organized after the date of this Agreement shall be duly organized and validly existing under the laws of its jurisdiction of organization as of the date of its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducted. (b) To the extent in existenceexistence and designated as an Acquired Entity as of the date of this Agreement, the authorized and issued and outstanding shares, membership interests or other voting or equity interests of each such Acquired Entity is set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, membership interests or other voting or equity interests of each Acquired Entity that are reflected on Section 3.06(b) of the Disclosure Schedule as being owned by Seller constitute all or any of the Purchased Shares and its Subsidiaries are owned beneficially and of record directly or indirectly by Seller or such Subsidiaries, in the case of the Purchased Entities, and by an Acquired Entity, in the case of each other Acquired Entity, free and clear of any Lien (other than (x) Permitted Liens that will be released in connection with the Closing, (y) arising under applicable securities lawslaws or (z) arising solely as a result of action taken by Buyer or any of its Affiliates), and have been duly authorized and validly issued and, to the extent such terms are applicable, are fully paid and non-assessable. Except as set forth in Section 3.06(b) of the Disclosure Schedule, there are no outstanding (i) shares of capital stock, equity interest or voting securities of any Acquired Entity, (ii) securities of any Acquired Entity convertible into or exchangeable for shares of capital stock, equity interest or voting securities of such Acquired Entity, Entity or (iii) options, phantom equity, equity appreciation or similar rights, options or other rights to acquire from any Acquired Entity, or other obligations of any the Acquired Entity to issue, any capital stock, equity interest, voting securities or securities convertible into or exchangeable for capital stock, equity interest or voting securities of such Acquired Entity (the foregoing, collectively, “Acquired Entity Securities”). Except for this Agreement, there are no binding agreements, arrangements, warrants, preemptive rights, options, puts, rights or other outstanding commitments or rightscommitments, to which Seller or any Acquired Entity of its Subsidiaries is a party relating to the issuance, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any of the Acquired Entity Securities. There are no outstanding obligations of any Acquired Entity to repurchase, redeem or otherwise acquire any outstanding Acquired Entity Securities. Seller has made available to Buyer true, correct and complete copies of all applicable organizational, the organizational and constitutional or governing documents of each Acquired Entity (including all amendments thereto) as in effect as of the date of this Agreement. No Acquired Entity is in violation of any of the provisions of its applicable organizational, constitutional or governing documentsEntity. (c) Except as would not be material to the Business, individually or in the aggregate, each Acquired Entity that is in existence as of the date of this Agreement is, and each Acquired Entity that is organized after the date of this Agreement will be, to the extent legally applicable, in good standing as a foreign entity in each jurisdiction where such qualification is necessary.

Acquired Entities. (a) To All of the extent in existence, each Acquired Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all organizational powers required to carry on its business as now conducted. Any Acquired Entity that is organized after the date of this Agreement shall be duly organized and validly existing under the laws of its jurisdiction of organization as of the date of its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducted. (b) To the extent in existence, the authorized and issued and outstanding shares, membership interests or other voting or equity interests of each such Acquired Entity is set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, or equity interests of each Acquired Entity that are reflected on Section 3.06(b) of the Disclosure Schedule as being owned by Seller constitute all of the Purchased Shares and are owned beneficially and of record directly or indirectly by Seller free and clear of any Lien (other than Liens arising under applicable securities laws), and Equity Interests have been duly authorized and validly issued and, to the extent such terms are applicable, and are fully paid and non-assessableassessable (where applicable) and the Acquired Entity Equity Interests collectively constitute all of the issued and outstanding equity interests of the Acquired Entities. Except as The Seller Entities are the holders of record and beneficially of the Acquired Entity Equity Interests set forth in Section 3.06(bopposite such Seller Entity’s name on Schedule 3.4(a) of the Disclosure ScheduleSchedules, in each case free and clear of all Encumbrances. Except for the Acquired Entity Equity Interests, there are no outstanding securities or other similar ownership interests of any class or type of or in any of the Acquired Entities. There are no outstanding options, warrants, calls, purchase rights, subscription rights, exchange rights or other rights, convertible securities, agreements or commitments of any kind pursuant to which any of the Acquired Entities is or may become obligated to (i) shares issue, transfer, sell or otherwise dispose of capital stockany of its securities, equity interest or voting any securities convertible into or exercisable or exchangeable for its securities or (ii) redeem, purchase or otherwise acquire any outstanding securities of any of the Acquired EntityEntities, (ii) securities of any Acquired Entity convertible into or exchangeable for shares of capital stockin each case, equity interest or voting securities other than as may be set forth in the Organizational Documents of such Acquired Entity. The Seller Entities have made available to the Buyer prior to the date of this Agreement true and complete copies of the Acquired Entities’ Organizational Documents, and no Acquired Entity is in default under or (iii) options, phantom equity, equity appreciation or similar rights, or other rights to acquire from any Acquired Entity, or other obligations in violation of any Acquired Entity to issue, any capital stock, equity interest, voting securities or securities convertible into or exchangeable for capital stock, equity interest or voting securities of such Acquired Entity provision thereof. (the foregoing, collectively, “Acquired Entity Securities”). b) Except for this Agreement, there are no binding agreementsoutstanding contracts or understandings between any Seller Entity and any other Person with respect to the acquisition, arrangementsdisposition, warrantstransfer, preemptive rights, options, puts, rights registration or other outstanding commitments or rights, to which Seller voting of or any Acquired Entity is a party other matters in any way pertaining or relating to the issuanceto, sale, purchase, redemption, conversion, exchange, registration, voting or transfer of any other restrictions on any of the Acquired Entity Securities. There are no outstanding obligations of any Acquired Entity to repurchase, redeem or otherwise acquire any outstanding Acquired Entity Securities. Seller has made available to Buyer true, correct and complete copies of all applicable organizational, constitutional or governing documents of each Acquired Entity (including all amendments thereto) as in effect as of the date of this Agreement. No Acquired Entity is in violation of any of the provisions of its applicable organizational, constitutional or governing documentsEquity Interests. (c) Except as would not be material to the Business, individually or in the aggregate, each Acquired Entity that is in existence as of the date of this Agreement is, and each Acquired Entity that is organized after the date of this Agreement will be, to the extent legally applicable, in good standing as a foreign entity in each jurisdiction where such qualification is necessary.

Acquired Entities. (a) To At the extent in existenceClosing, (i) each of the Acquired Entity is Entities will be duly organized and organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization organization, (ii) each of the Acquired Entities will have the requisite corporate or similar power and has all organizational powers required authority to own, lease and operate its properties and to carry on its business as now conducted. Any being conducted in all material respects, and (iii) each of the Acquired Entity that is organized after the date of this Agreement shall Entities will be duly organized and validly existing under qualified to do business and, where applicable, will be in good standing in each jurisdiction in which the laws nature of its jurisdiction of organization as properties or its business makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing would not be reasonably material to the Business. At the Closing, each of the date of Acquired Entities will be in material compliance with its organization, and shall have all organizational powers required to carry on its business as shall be proposed to be conducteddocuments. (b) To As of the extent in existenceClosing, the authorized and Acquired Entity Interests will constitute all the issued and outstanding shares, membership interests capital stock or other voting or equity interests of each such Acquired Entity is set forth in Section 3.06(b) of the Disclosure Schedule. Such issued and outstanding shares, or equity interests of each Acquired Entity that are reflected on Section 3.06(b) of the Disclosure Schedule as being and will be owned by Seller constitute all of the Purchased Shares and are owned beneficially and of record directly and beneficially by the holder (which holder is either Seller or indirectly by Seller a Subsidiary of Seller), free and clear of any Lien (other than Liens arising under applicable securities laws), and have been duly authorized and validly issued and, to the extent such terms are applicable, are fully paid and non-assessableall Liens. Except as set forth in Section 3.06(b) As of the Disclosure ScheduleClosing, there are will be no outstanding (i) shares of capital stock, equity interest or voting securities of any Acquired Entity, (ii) or other equity securities of any Acquired Entity issued, reserved for issuance or outstanding, other than the Acquired Entity Interests. Upon consummation of the transactions contemplated by this Agreement, Seller or a Subsidiary of Seller will transfer valid title to, and Acquiror will own, all the Acquired Entity Interests, free and clear of all Liens. As of the Closing, all Acquired Entity Interests will be duly authorized, validly issued, fully paid and nonassessable, free of all rights of first refusal, preemptive and similar rights. As of the Closing, there will be no outstanding or authorized options, warrants, rights of first refusal, calls, subscriptions, convertible or exchangeable securities or other agreements relating to Acquired Entity Interests pursuant to which such Acquired Entities will or may become obligated to (A) issue, deliver, redeem, acquire or sell, or caused to be issued, delivered, redeemed, acquired or sold, any shares of their capital stock or other equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any capital stock or other equity interests or (B) provide funds to or make any equity investment in any other Person. As of the Closing, there will be no outstanding indebtedness that could convey to any Person the right to vote or that is convertible into or exchangeable exercisable for shares of any capital stock, equity interest or voting securities of such Acquired Entity, or (iii) options, phantom equity, equity appreciation or similar rights, stock or other rights to acquire from equity interests of any Acquired Entity. As of the Closing, there will be no voting trusts, stockholder agreements, proxies or other obligations of any Acquired Entity to issue, any capital stock, equity interest, voting securities agreements or securities convertible into or exchangeable for capital stock, equity interest or voting securities of such Acquired Entity (the foregoing, collectively, “Acquired Entity Securities”). Except for this Agreement, there are no binding agreements, arrangements, warrants, preemptive rights, options, puts, rights or other outstanding commitments or rights, to which Seller or any Acquired Entity is a party relating undertakings in effect with respect to the issuancevoting, sale, purchase, redemption, conversion, exchange, registration, voting dividend rights or transfer of any of the Acquired Entity Securities. There are no outstanding obligations of any Acquired Entity to repurchase, redeem or otherwise acquire any outstanding Acquired Entity Securities. Seller has made available to Buyer true, correct and complete copies of all applicable organizational, constitutional or governing documents of each Acquired Entity (including all amendments thereto) as in effect as of the date of this Agreement. No Acquired Entity is in violation of any of the provisions of its applicable organizational, constitutional or governing documentsInterests. (c) Except as would not be material As of the Closing, none of the Acquired Entities will own any capital stock or equity interests in any Person, or have any commitments or obligations to acquire any capital stock or equity interests or make any other investment in any Person. (d) As of the BusinessClosing, individually or in the aggregate, each no Acquired Entity will own any material Assets that is in existence as would constitute an Excluded Asset if held by another member of the date of this Agreement isSeller Group and, and each except for de minimis Liabilities, no Acquired Entity that is organized after will be obligated under any Liability other than the date Assumed Liabilities. As of this Agreement the Closing, other than the applicable Transferred Sites, the Acquired Entities will benot own, to the extent legally applicabledirectly or indirectly, any fee simple, leasehold or other ownership interests in good standing as a foreign entity in each jurisdiction where such qualification is necessaryany real property.