Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina and as a foreign corporation qualified to do business in the State of Florida, 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 Company Contracts to which it is a party. The Company, together with its predecessors, 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 names “Sirion Therapeutics, Inc.” and, prior to the consummation of the Sirion/Sytera Merger, “Sytera, Inc.” 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 other than Florida and California. Other than RxDR, the Company 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. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida 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 Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the stockholders of the Company has ever approved, or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.

Due Organization; Subsidiaries; Etc. The Company is a corporation Each of the Acquired Corporations has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of North Carolina its incorporation, has full power (corporate and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power other) 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 Company material Contracts to by which it is a partybound. The CompanyExcept as set forth in Part 2.1(b) of the Disclosure Schedule, together with its predecessors, none of the Acquired Corporations 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 names “Sirion Therapeutics, Inc.” and, prior to the consummation its respective corporate name as set forth in this Agreement. Each of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Acquired Corporations is not and has not been required to be qualified, authorized, registered or licensed qualified to do business as a foreign corporation corporation, and is in any good standing, under the laws of all jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Part 2.1(c) of the Disclosure Schedule accurately sets forth each jurisdiction where each Acquired Corporation is qualified to do business. Part 2.1(d) of the Disclosure Schedule accurately sets forth: (i) the names of the members of the board of directors of each of the Acquired Corporations; (ii) the names of the members of each committee of the board of directors of each of the Acquired Corporations; and (iii) the names and titles of the officers of each of the Acquired Corporations. The Company owns, of record and beneficially, 100% of the issued and outstanding shares of capital stock of each of the other than Florida and CaliforniaAcquired Corporations. Other than RxDR, None of the Company Acquired Corporations has no Subsidiaries, does not own any controlling interest in any Entity and has never ever owned, beneficially or otherwise, any shares or of other securities securities, of, or any direct or indirect equity or other financial interest in, any Entity. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida 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 Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity. Neither the Company nor any of the stockholders of the The Company has ever approved, not guaranteed and is not responsible or commenced liable for any Legal Proceeding or made obligation of any election contemplating, the dissolution or liquidation of the Company’s business or affairsEntity.

Due Organization; Subsidiaries; Etc. The Company (a) Each of Caladrius and Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of North Carolina and as a foreign corporation qualified to do business in the State of Florida, Delaware and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Company Contracts to by which it is a partybound. The CompanySince the date of its incorporation, together with its predecessors, Merger Sub has not conducted engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Caladrius is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business under requires such licensing or otherwise used, for any purpose qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Caladrius Material Adverse Effect. (c) Caladrius does not own any jurisdictioncapital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any fictitious name, assumed name, trade name or other name, Entity other than the names “Sirion Therapeuticscapital stock of its Subsidiaries, Inc.” and, prior to the consummation each of which and Caladrius’ ownership therein are set forth on Section 3.1(c) of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Caladrius Disclosure Schedule. Caladrius is not and has not been required to be qualifiedotherwise been, authorizeddirectly or indirectly, registered a party to, member of or licensed to do business as a foreign corporation participant in any jurisdiction other than Florida and Californiapartnership, joint venture or similar business entity. Other than RxDR, the Company 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. RxDR is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida 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 Company Contracts to which it is a party. The Company directly owns all of the issued and outstanding membership interests of RxDR free and clear of any liens and all of such membership interests are validly issued and free of preemptive and similar rights. The Company Xxxxxxxxx has not agreed and is not obligated to make make, nor is Caladrius bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither the Company nor Xxxxxxxxx has not, at any time, been a general partner of, and has not otherwise been liable for any of the stockholders of the Company debts or other obligations of, any general partnership, limited partnership or other Entity. (d) No Caladrius Subsidiary has ever approvedany material operations, assets or commenced any Legal Proceeding or made any election contemplating, the dissolution or liquidation of the Company’s business or affairs.liabilities. 3.2

Due Organization; Subsidiaries; Etc. The Company is a corporation Each of the Acquired Corporations (as defined below) has been duly organized, and is validly existing and in good standing under the laws of the State jurisdiction of North Carolina its incorporation, has full power (corporate and as a foreign corporation qualified to do business in the State of Florida, and has all necessary power other) 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 Company material Contracts to by which it is a partybound. The Company, together with its predecessors, Each of the Acquired Corporations 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 names “Sirion Therapeutics, Inc.” and, prior to the consummation . Each of the Sirion/Sytera Merger, “Sytera, Inc.” The Company Acquired Corporations is not and has not been required to be qualified, authorized, registered or licensed qualified to do business as a foreign corporation in any jurisdiction other than Florida corporation, and California. Other than RxDR, the Company 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. RxDR is a limited liability company duly organized, validly existing and in good standing standing, under the laws of all jurisdictions where the State property owned, leased or operated by it or the nature of Florida its business requires such qualification and has where the failure to be so qualified would have a Material Adverse Effect on such Acquired Corporation. Each of the Acquired Corporations is in possession of and operating in compliance with all necessary power Governmental Authorizations that are material to the conduct of its business, all of which are valid and authority: in full force and effect. Part 2.1(d) of the Disclosure Schedule accurately sets forth (i) to conduct its business in the manner in which its business is currently being conducted; names of the members of the Company's board of directors, (ii) to own and use its assets in the manner in which its assets are currently owned and used; names of the members of each committee of the Company's board of directors, and (iii) to perform its obligations the names and titles of the Company's officers. The Company has no subsidiaries (as defined below) other than OnLink Europe Ltd., a company organized under all Company Contracts to which it is a partythe law of England and Wales (the "Subsidiary"). The Company directly owns all 100% of the issued and outstanding membership interests stock of RxDR free and clear the Subsidiary. Other than the Company's equity ownership in the Subsidiary as set forth above, none of the Acquired Corporations has any liens and all equity or other interest in any Entity (as defined below). As used in this Agreement, the word "subsidiary" means any Entity of such membership interests are validly issued and free which the Company directly or indirectly owns 50% or more of preemptive and similar rightsthe equity or that the Company directly or indirectly controls. The Company has not agreed and is not obligated to make any future investment in or capital contribution to any Entity, including, without limitation, the Subsidiary. Neither the The Company nor has not guaranteed and is not responsible or liable for any material obligation of any of the stockholders of the Company has ever approvedEntities, or commenced any Legal Proceeding or made any election contemplatingincluding, without limitation, the dissolution Subsidiary, in which it owns or liquidation of the Company’s business has owned any equity or affairsother interest.