Corporate Existence and Power; Organizational Documents. (a) Each of Parent, Logitech Subsidiary and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate power and authority to own its properties and assets and to carry on its business as presently conducted. Each of Parent and Logitech Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Logitech Subsidiary has previously furnished to the Company a complete and correct copy of its and Parent's articles of incorporation and bylaws, each as amended to date (together, the "Parent Charter Documents"). The Parent Charter Documents and the organizational documents of each Parent Subsidiary (as defined in Section 5.3 below) are in full force and effect. Parent is not in violation of any of the provisions of the Parent Charter Documents, and no Parent Subsidiary is in violation of its equivalent organizational documents except where the violation of the Parent Charter Documents or any such organizational documents of a Parent Subsidiary would not, individually or in the aggregate, have a Material Adverse Effect.
Corporate Existence and Power; Organizational Documents. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. Copies of the organizational documents of the Purchaser have heretofore been made available to the Seller, and such copies are each true and complete copies of such instruments as amended and in effect on the Original Agreement Date.
Corporate Existence and Power; Organizational Documents. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
(b) The Company has previously furnished to Logitech Subsidiary a complete and correct copy of its articles of organization and bylaws, each as amended to date (together, the "Company Charter Documents"). The Company Charter Documents ------------------------- and the organizational documents of each Company Subsidiary (as defined in Section 4.6 below) are in full force and effect. The Company is not in violation of any of the provisions of the Company Charter Documents, and no Company Subsidiary is in violation of its equivalent organizational documents except where the violation of the Company Charter Documents or any such organizational documents of a Company Subsidiary would not, individually or in the aggregate, have a Material Adverse Effect.
Corporate Existence and Power; Organizational Documents. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.
