Common use of Due Organization; No Subsidiaries; Etc Clause in Contracts

Due Organization; No Subsidiaries; Etc. Pubco is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Pubco Contracts. Pubco has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Tenby Pharma Inc.” Pubco is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction. Pubco has no Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Pubco has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither Pubco nor any of the shareholders of Pubco has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of Pubco’s business or affairs.

Due Organization; No Subsidiaries; Etc. Pubco The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Pubco Company Contracts. Pubco The Company has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Tenby Pharma Red Sun Mining, Inc.” Pubco The Company is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction. Pubco has no .The Company does not have any Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Pubco The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither Pubco the Company nor any of the shareholders of Pubco the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of Pubcothe Company’s business or affairs.

Due Organization; No Subsidiaries; Etc. Pubco Sytera is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Pubco Sytera Contracts. Pubco Sytera has not conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other name, other than the name “Tenby Pharma Sytera, Inc.” Pubco Sytera is not and has not been required to be qualified, authorized, registered or licensed to do business as a foreign corporation in any jurisdiction. Pubco Sytera has no Subsidiaries, does not own any controlling interest in any Entity and has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity or other financial interest in, any Entity. Pubco Sytera has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither Pubco Sytera nor any of the shareholders stockholders of Pubco Sytera has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of PubcoSytera’s business or affairs.