Common use of Corporate Organization; Related Entities Clause in Contracts

Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification necessary, except for failures, if any, to be so qualified which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined). (b) Schedule 4.1(b) lists all of the Subsidiaries of the Company which would be required to be set forth as an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have a Company Material Adverse Effect. (c) The copies of the Certificate of Incorporation and By-Laws of the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.

Corporate Organization; Related Entities. (a) The Company and each Subsidiary of the Company which would be required to be set forth on an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Exchange Act (each of which is identified on Schedule 4.1(a)) (each, a "COMPANY SUBSIDIARY") is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's or the Company Subsidiary's properties (owned or leased) or the nature of its activities makes such qualification or licensure necessary, except for failures, if any, to be so qualified or licensed, which would not in the aggregate have not had and could not reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). (b) Except as set forth on Schedule 4.1(b), the Company does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity. Except as set forth on Schedule 4.1(b) lists and for qualifying shares required by certain foreign jurisdictions, all of the Subsidiaries issued and outstanding capital stock of the Company which would be required to be set forth as an exhibit to each of the Company's Annual Report on Form 10-K pursuant to Subsidiaries has been validly issued, is fully paid and nonassessable and is owned of record and beneficially, directly or indirectly, by the rules and regulations under the Securities Exchange Act Company, free of 1934any Liens, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization preemptive rights or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have a Company Material Adverse Effectother restrictions with respect thereto. (c) The copies of the Certificate of Incorporation and By-Laws or other comparable governing documents of the Company and each Company Subsidiary heretofore delivered made available to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.

Corporate Organization; Related Entities. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company is duly qualified as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's properties (owned or leased) or the nature of its activities makes such qualification necessary, except for failures, if any, to be so qualified which would not in the aggregate have a Company Material Adverse Effect (as hereinafter defined). (b) Schedule 4.1(b) lists all of the Subsidiaries of the Company which would be required to be set forth as an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have a Company Material Adverse Effect. (c) The copies of the Certificate of Incorporation and By-Laws of the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as As used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.

Corporate Organization; Related Entities. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted or presently being proposed to be conducted. Schedule 4.1(a) lists, and the Company Parent is duly qualified as a foreign corporation to do business business, and is in good standing instanding, every in each jurisdiction where the character of the Company's its properties (owned or leased) held under lease or the nature of its activities makes make such qualification necessary, except for failures, if any, where the failure to be so qualified which would has not in the aggregate had and could not reasonably be expected to have a Company Parent Material Adverse Effect (as hereinafter defined). Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub has not engaged in any business (other than in connection with this Agreement and the transactions contemplated hereby) since the date of its incorporation. (b) Schedule 4.1(b5.1(b) lists all of the Subsidiaries of the Company Parent which would be required to be set forth as on an exhibit to the CompanyParent's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company SubsidiariesPARENT SUBSIDIARIES"). Each Subsidiary of the Company Parent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have not had and could not reasonably be expected to have a Company Parent Material Adverse Effect. (c) Except as set forth on Schedule 5.1(c), Parent does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity. Except as set forth on Schedule 5.1(c) and for qualifying shares required by certain foreign jurisdictions, all of the issued and outstanding capital stock of each of the Parent Subsidiaries has been validly issued, is fully paid and nonassessable and is owned of record and beneficially, directly or indirectly, by Parent, free of any Liens, preemptive rights or other restrictions with respect thereto. (d) The copies of the Certificate of Incorporation and By-Laws of Parent heretofore made available to the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.

Corporate Organization; Related Entities. (a) The Company and each Subsidiary of the Company which would be required to be set forth on an exhibit to the Company's Annual Report on Form 10-K pursuant to the rules and regulations under the Exchange Act (each of which is identified on Schedule 4.1(a)) (each, a "Company Subsidiary") is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted. Schedule 4.1(a) lists, and the Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation to do business and is in good standing in, every jurisdiction where the character of the Company's or the Company Subsidiary's properties (owned or leased) or the nature of its activities makes such qualification or licensure necessary, except for failures, if any, to be so qualified or licensed, which would not in the aggregate have not had and could not reasonably be expected to have a Company Material Adverse Effect (as hereinafter defined). (b) Except as set forth on Schedule 4.1(b), the Company does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity. Except as set forth on Schedule 4.1(b) lists and for qualifying shares required by certain foreign jurisdictions, all of the Subsidiaries issued and outstanding capital stock of the Company which would be required to be set forth as an exhibit to each of the Company's Annual Report on Form 10-K pursuant to Subsidiaries has been validly issued, is fully paid and nonassessable and is owned of record and beneficially, directly or indirectly, by the rules and regulations under the Securities Exchange Act Company, free of 1934any Liens, as amended (the "Exchange Act") (the "Company Subsidiaries"). Each Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization preemptive rights or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have a Company Material Adverse Effectother restrictions with respect thereto. (c) The copies of the Certificate of Incorporation and By-Laws or other comparable governing documents of the Company and each Company Subsidiary heretofore delivered made available to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.

Corporate Organization; Related Entities. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted or presently being proposed to be conducted. Schedule 4.1(a) lists, and the Company Parent is duly qualified as a foreign corporation to do business business, and is in good standing instanding, every in each jurisdiction where the character of the Company's its properties (owned or leased) held under lease or the nature of its activities makes make such qualification necessary, except for failures, if any, where the failure to be so qualified which would has not in the aggregate had and could not reasonably be expected to have a Company Parent Material Adverse Effect (as hereinafter defined). Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Sub has not engaged in any business (other than in connection with this Agreement and the transactions contemplated hereby) since the date of its incorporation. (b) Schedule 4.1(b5.1(b) lists all of the Subsidiaries of the Company Parent which would be required to be set forth as on an exhibit to the CompanyParent's Annual Report on Form 10-K pursuant to the rules and regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Company Parent Subsidiaries"). Each Subsidiary of the Company Parent Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted, except for failures, if any, to be so organized, validly existing or in good standing or to have such corporate power and authority which would not in the aggregate have not had and could not reasonably be expected to have a Company Parent Material Adverse Effect. (c) Except as set forth on Schedule 5.1(c), Parent does not own, directly or indirectly, any capital stock of any corporation or have any direct or indirect equity or ownership interest of any kind in any business, joint venture, partnership or other entity. Except as set forth on Schedule 5.1(c) and for qualifying shares required by certain foreign jurisdictions, all of the issued and outstanding capital stock of each of the Parent Subsidiaries has been validly issued, is fully paid and nonassessable and is owned of record and beneficially, directly or indirectly, by Parent, free of any Liens, preemptive rights or other restrictions with respect thereto. (d) The copies of the Certificate of Incorporation and By-Laws of Parent heretofore made available to the Company heretofore delivered to Parent are complete and correct copies of such instruments as presently in effect. (d) Except as set forth on Schedule 4.1(d), as used in this Agreement, any reference to any event, change, circumstance or effect having a "Company Material Adverse Effect" shall mean that such event, change, circumstance or effect is, individually or in the aggregate, materially adverse to the business, operations, properties, assets (including intangible assets), liabilities (including contingent liabilities), condition (financial or other) or results of operations of the Company and any of its Subsidiaries taken as a whole or to the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement, other than any event, change, circumstance or effect relating to or resulting from: (i) general changes in the industries in which the Company operates its business; (ii) changes in general economic conditions or securities markets in general; and (iii) the termination of any contract listed in Schedule 4.4 resulting from a termination right triggered by this Agreement, the transactions contemplated hereby or the announcement thereof.