Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in SCHEDULE 3.01(A) of the Company Disclosure Schedule (which together constitute all of the Acquired Corporations); and neither the Company nor any of the other Acquired Corporations owns any capital stock or Equity Securities of, or any equity interest of any nature in, any other Person. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. Since January 1, 1990, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Person. (b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the Laws of the jurisdiction of its incorporation 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 Contracts by which it is bound. (c) Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification, other than such failures to be so qualified as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company.
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Samples: Merger Agreement (Veeco Instruments Inc), Merger Agreement (Veeco Instruments Inc)
Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations entities identified in SCHEDULE 3.01(ASECTION 3.01(a) of the Company Disclosure Schedule (which together constitute all of the Acquired Corporations); Schedule, and neither the Company nor any of the other Acquired Corporations corporations identified in SECTION 3.01(a) of the Disclosure Schedule owns any capital stock or Equity Securities of, or any equity interest of any nature in, any other Person, other than the Persons identified in SECTION 3.01(a) of the Disclosure Schedule. None of the Acquired Target Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. Since January 1, 1990, none None of the Acquired Target Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Person.
(b) Each of the Acquired Target Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the Laws laws of the jurisdiction of its incorporation and has all necessary corporate or other 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 Contracts by which it is boundbound except where the failure of (i), (ii) or (iii) would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company.
(c) Each of the Acquired Target Corporations is qualified or licensed to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification, other than such failures to be so qualified as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company.
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Due Organization; Subsidiaries; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in SCHEDULE 3.01(A) of the Company Disclosure Schedule (which together constitute all of the Acquired Corporations); and neither the Company nor any of the other Acquired Corporations owns any capital stock or Equity Securities of, or any equity interest of any nature in, any other Person. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Person. Since January 1, 1990, none of the Acquired Corporations has, at any time, been a general partner of any general partnership, limited partnership or other Person.
(b) Each of the Acquired Corporations is a corporation duly organized, validly existing and in good standing (in jurisdictions that recognize such concept) under the Laws laws of the jurisdiction State of its incorporation 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 Contracts by which it is bound.
(cb) Each of the Acquired Corporations The Company is qualified to do business as a foreign corporation, and is in good standing (in jurisdictions that recognize such concept), under the laws of all jurisdictions where the nature of its business requires such qualification, other than such failures except where the failure to be so qualified as would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect on the Company. Part 2.1(b) of the Company Disclosure Schedule lists all jurisdictions where the Company is qualified to do business.
(c) Except as set forth in Part 2.1(c) of the Company Disclosure Schedule (the Entities therein listed being hereinafter referred to as the "Company Subsidiaries"), the Company has no Subsidiaries and does not own any capital stock of, or any equity interest of any nature in, any other Entity. The Company has not agreed and is not obligated to make, nor is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not, at any time, been a general partner of any general partnership, limited partnership or other Entity.
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