Common use of Due Organization and Good Standing; Subsidiaries Clause in Contracts

Due Organization and Good Standing; Subsidiaries. (a) Each of the Company and the Company Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does not have a Company Material Adverse Effect. (b) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this Agreement, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All the outstanding shares of capital stock and other equity interests of each Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or Encumbrances, except for Permitted Encumbrances. Except for the capital stock of, or other equity interests in, the Company Subsidiaries, and except for marketable securities held from time to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Due Organization and Good Standing; Subsidiaries. (aA) Each of the Company and the Company Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does not have a Company Material Adverse Effect. (bB) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this Agreement, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All the outstanding shares of capital stock and other equity interests of each Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s 's organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or Encumbrances, except for Permitted Encumbrances. Except for the capital stock of, or other equity interests in, the Company Subsidiaries, and except for marketable securities held from time to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Due Organization and Good Standing; Subsidiaries. (a) Each The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. The Company is duly qualified and has all necessary Governmental Authorizations to do business, and is in good standing, in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger. (b) Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended June 29, 2019 (filed with the SEC on August 21, 2019) (the “Most Recent Company 10-K”) is a correct and complete list of each Entity that is a Company Subsidiary as of the date of this Agreement (other than those Company Subsidiaries that, in the aggregate, would not constitute a “significant subsidiary” (as defined in Rule 1.02(w) of Regulation S-X)). As of the date of this Agreement, neither the Company Subsidiaries nor any Company Subsidiary owns any equity interest or joint venture, partnership or similar interest in any other Entity, other than the Entities identified in Exhibit 21.1 of the Most Recent Company 10-K and any other wholly owned Subsidiary of the Company. Each Company Subsidiary is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporatedorganized) in good standing under the laws of the jurisdiction in which it is incorporated, of its organization and has all the requisite corporate or other organizational power and authority necessary and Governmental Authorizations to own, lease and operate its properties assets and to carry on its business as it is now being conducted. The conducted as of the date of this Agreement, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company and each Material Adverse Effect or to prevent, materially delay or materially impair the ability of the Company Subsidiaries to perform its obligations under this Agreement or to consummate the Merger. Each Company Subsidiary is duly qualified or licensed and has all necessary Governmental Authorizations to do business business, and (where such concept is recognized under the laws of the jurisdiction in which it is organized) is in good standing standing. in each state in which other jurisdiction where the nature of the its business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does not have or in good standing would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. (b) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this Agreement, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All of the outstanding shares of capital stock and other equity interests of each Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or EncumbrancesLiens, except for Company Permitted Encumbrances. Except for the capital stock of, or other equity interests in, the Company Subsidiaries, and except for marketable securities held from time to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Due Organization and Good Standing; Subsidiaries. (a) Each of the Company and the Company its Subsidiaries is a corporation corporation, partnership or limited liability company duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of their respective jurisdictions of organization and, except for certain non-operating Subsidiaries of the jurisdiction in which it is incorporatedCompany, and has all requisite corporate power and authority necessary to own, lease and or operate all of its properties and assets and to carry on its business as it is now being conducted. The Company and each of the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does qualified, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) Part Section 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this AgreementCompany, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All the outstanding shares of capital stock and or other equity interests of each Subsidiary of the Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or Encumbrancesencumbrances or agreements with respect thereto, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interest, except for Permitted Encumbrances. Except restrictions imposed by applicable securities laws. (c) Other than equity interests in the Subsidiaries held by the Company or any of its Subsidiaries and except as set forth in Section 3.1(c) of the Company Disclosure Schedule, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for the shares of capital stock ofof or other voting securities or equity interests in any Subsidiary of the Company, or (ii) options, warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other equity interests in, obligations or commitments of the Company Subsidiaries, and except for marketable securities held from time or any of its Subsidiaries to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectlyissue, any capital stock ofof or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other equity voting securities or voting ownership interests in, any PersonSubsidiary of the Company. Except for securities or interests classified as marketable securities or short-term investments under GAAP or as set forth on Section 3.1(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns any capital stock or other equity interest in, or any interest convertible, exchangeable or excisable for, any such capital stock or other equity interest in, any Person with material net worth or operations (other than a Subsidiary of the Company).

Due Organization and Good Standing; Subsidiaries. (a) Each The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement. The Company is duly qualified to do business and is in good standing in each other jurisdiction where the nature of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, a Material Adverse Effect. (b) Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (filed with the SEC on February 18, 2011) (the “2010 10-K”) identifies each Entity that is a Subsidiary of the Company as of the date of this Agreement and indicates its jurisdiction of organization. As of the date of this Agreement, neither the Company Subsidiaries nor any Company Subsidiary owns, directly or indirectly, any equity interest in any other Entity, other than the Entities identified in Exhibit 21.1 of the 2010 10-K and other than equity interests held as short term investments in the ordinary course of business. Each Company Subsidiary is a corporation duly organized, validly existing and (where such concept is recognized under the laws Legal Requirements of the jurisdiction in which it is incorporatedorganized) in good standing under the laws Legal Requirements of the jurisdiction in which it is incorporated, of its organization and has all the requisite corporate or other organizational power and authority necessary to own, lease and operate its properties assets and to carry on its business as it is now being conducted. The Company and each conducted as of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature date of the business conducted by it makes such qualification or license necessarythis Agreement, except where the failure to be so qualified does organized, existing and in good standing or to have such power and authority would not have have, individually or in the aggregate, a Company Material Adverse Effect. (b) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this Agreement, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All of the outstanding shares of capital stock and other equity interests of each Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or EncumbrancesLiens, except for Permitted Encumbrances. Except for the capital stock of, or other equity interests in, the Company Subsidiaries, and except for marketable securities held from time to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.

Due Organization and Good Standing; Subsidiaries. (a) Each of the Company and the Company its Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws of the jurisdiction in which it is incorporated) in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company and each of the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing in each state in which the nature of the business conducted by it makes such qualification or license necessary, except where the failure to be so qualified does as would not have a Company Material Adverse Effect. (b) Part 3.1 2.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this AgreementCompany, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All the outstanding shares of capital stock and other equity interests of each Subsidiary of the Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or Encumbrancesencumbrances, except for Permitted Encumbrances. Except . (c) Other than equity interests in the Subsidiaries held by the Company or any of its Subsidiaries, there are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for the shares of capital stock ofof or other voting securities or ownership interests in any Subsidiary of the Company, (ii) options, warrants or other rights or arrangements to acquire from the Company or any of its Subsidiaries, or other equity interests in, obligations or commitments of the Company Subsidiaries, and except for marketable securities held from time or any of its Subsidiaries to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectlyissue, any capital stock ofof or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any capital stock of or other equity voting securities or voting ownership interests in, any PersonSubsidiary of the Company, or (iii) restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights to acquire any capital stock or other voting securities or ownership interests in any Subsidiary of the Company. Except for securities or interests classified as marketable securities or short-term investments under GAAP, as of the date hereof, neither the Company nor any of its Subsidiaries owns any capital stock or other equity interest in, or any interest convertible, exchangeable or excisable for, any such capital stock or other equity interest in, any Person (other than a Subsidiary of the Company).

Due Organization and Good Standing; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as it is being conducted as of the date of this Agreement. The Company is duly qualified to do business and is in good standing in each other jurisdiction where the nature of its business or the ownership, leasing or operation of its properties makes such qualification necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except for the Subsidiaries of the Company set forth in Part 3.1(b) of the Company Disclosure Schedule (which includes its jurisdiction of incorporation or formation), the Company has no Subsidiaries. Except for the capital stock of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person. Each of the Company and Subsidiaries of the Company Subsidiaries is a corporation duly organized, validly existing and (where such concept is recognized under the laws Laws of the jurisdiction in which it is incorporatedorganized) in good standing under the laws Laws of the jurisdiction in which it is incorporated, of its organization and has all the requisite corporate or other organizational power and authority necessary to own, lease and operate its properties assets and to carry on its business as it is now being conductedconducted as of the date of this Agreement. The Company and each Each of the Subsidiaries of the Company Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized) in each state in which other jurisdiction where the nature of its business or the business conducted by it ownership, leasing or operation of its properties makes such qualification or license necessary, except where the failure to be so qualified does or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Part 3.1 of the Company Disclosure Schedule lists all Company Subsidiaries in existence as of the date of this Agreement, together with the jurisdiction of organization of each such Subsidiary and, if the Company, together with the Company Subsidiaries, does not own all of the outstanding equity interests of such Company Subsidiary, the percentage of equity interests of such Company Subsidiary owned by the Company and the Company Subsidiaries. All of the outstanding shares of capital stock and other equity interests of each Company Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable are not subject to any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right entitling the holders thereof to acquire shares of capital stock or other equity interests from such Company Subsidiary under any provision of the Legal Requirements pursuant to which such Subsidiaries of the Company Subsidiary is formed, such Company Subsidiary’s organizational documents or any Contract to which such Company Subsidiary is a party or is otherwise bound, and are owned directly or indirectly by the Company free and clear of all liens, pledges or Encumbrancesencumbrances, except for Permitted Encumbrances. Except for the capital stock of, or other equity interests in, the Company Subsidiaries, and except for marketable securities held from time to time by the Company in connection with its normal cash management activities, the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interests in, any Person.