Common use of Corporate Organization; Related Entities Clause in Contracts

Corporate Organization; Related Entities. Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are duly qualified to do business as a foreign corporation, and are in good standing, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to BCE are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient and its subsidiaries on a consolidated basis or (b) the ability of Motient to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Corporate Organization; Related Entities. Motient and Sub are corporations SkyTerra is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are SkyTerra is duly qualified to do business as a foreign corporation, and are is in good standing, in each jurisdiction in which the ownership of their its properties or the conduct of their its business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient SkyTerra Material Adverse Effect. The copies of the certificates certificate of incorporation and bylaws of Motient and Sub SkyTerra heretofore made available to BCE Blocker Corporation are complete and current copies of such instruments as presently in effect. A “Motient SkyTerra Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient SkyTerra and its subsidiaries on a consolidated basis or (b) the ability of Motient SkyTerra to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Corporate Organization; Related Entities. Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are duly qualified to do business as a foreign corporation, and are in good standing, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to BCE Holder are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient and its subsidiaries on a consolidated basis or (b) the ability of Motient to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.

Corporate Organization; Related Entities. Motient and Sub are corporations duly organized, validly existing and in good standing under the laws of the State of Delaware and each has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Motient and Sub are duly qualified to do business as a foreign corporation, and are in good standing, in each jurisdiction in which the ownership of their properties or the conduct of their business requires such qualification, except for failures, if any, to be so qualified which individually or in the aggregate have not had and could not reasonably be expected to have a Motient Material Adverse Effect. The copies of the certificates of incorporation and bylaws of Motient and Sub heretofore made available to BCE Fund are complete and current copies of such instruments as presently in effect. A “Motient Material Adverse Effect” means a material adverse effect respecting (a) the business, assets and liabilities (taken together) or financial condition of Motient and its subsidiaries on a consolidated basis or (b) the ability of Motient to consummate the transactions contemplated by this Agreement or fulfill the conditions to Closing set forth herein, except to the extent (in the case of either clause (a) or clause (b) above) that such adverse effect results from (i) general economic, regulatory or political conditions or changes therein in the United States or the other countries in which such party operates; (ii) financial or securities market fluctuations or conditions; or (iii) changes in, or events or conditions affecting, the wireless telecommunications industry generally.