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

Due Organization; Subsidiaries; Etc. (a) Each of Meerkat and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of 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 Contracts by which it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this Agreement. (b) Meerkat 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 requires such licensing or 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 Meerkat Material Adverse Effect. (c) Meerkat has no Subsidiaries except for Merger Sub and Meerkat does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity other than Merger Sub. Meerkat is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Meerkat has not agreed and is not obligated to make, nor is Meerkat bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Meerkat has not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries; Etc. (a) Each of Meerkat and Merger Sub The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and has all necessary corporate power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (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 Contracts by which it . The Company is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with qualified or as contemplated by this Agreement. (b) Meerkat is licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable standing, in such jurisdiction), under the laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified individually qualified, licensed or in the aggregate good standing does not have and would not reasonably be reasonably expected to have a Meerkat Material Adverse Effect. (cb) Meerkat has no Subsidiaries except for Merger Sub Part 3.1(b) of the Company Disclosure Schedule identifies each Subsidiary of the Company and Meerkat does not own any indicates its jurisdiction of organization. All the issued and outstanding shares of capital stock of, or other equity or ownership interests (including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. None of the Acquired Companies has agreed or profit sharing interest of any nature in, or control directly or indirectly, any other Entity other than Merger Sub. Meerkat is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Meerkat has not agreed and is not obligated to make, nor or is Meerkat bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Meerkat has not. (c) Each Subsidiary of the Company is an Entity duly organized or formed, at any timevalidly existing and in good standing, been a general partner ofto the extent applicable, under the laws of the jurisdiction of its organization, except where the failure to be in good standing does not have, and has would not otherwise been liable reasonably be expected to have, a Material Adverse Effect. No Subsidiary of the Company owns any Shares or other equity or ownership interests (including any security or other Contract convertible into or exchangeable for any such equity or ownership interest) of the debts or other obligations of, any general partnership, limited partnership or other EntityCompany.

Due Organization; Subsidiaries; Etc. (a) Each of Meerkat and Merger Sub The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of 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 Contracts by which it is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with or as contemplated by this AgreementCompany Contracts. (b) Meerkat The Company is licensed and qualified to do businessbusiness as a foreign corporation, and is in good standing (to the extent applicable in except for any jurisdiction that does not recognize such jurisdiction), concept) under the laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions qualification, except where the failure to be so qualified or in good standing, individually or in the aggregate would aggregate, do not be reasonably expected to have constitute a Meerkat Company Material Adverse Effect. (c) Meerkat The Company has no Subsidiaries except for Merger Sub Subsidiaries, and Meerkat does not own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control directly or indirectly, any other Entity Entity, other than Merger Subthe Entities identified in Part 3.1(c) of the Disclosure Schedule. Meerkat None of the Acquired Entities has agreed or is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Meerkat has not agreed and is not obligated to make, nor or is Meerkat bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Meerkat has notExcept as set forth on Part 3.1(c) of the Disclosure Schedule, no Acquired Entity has, at any time, been a general partner of, and or has not otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (d) Each Subsidiary is an Entity duly organized, validly existing and in good standing (or in compliance with any comparable concept in the applicable jurisdictions) under the laws of the jurisdiction of its organization, 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, except where the failure to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Due Organization; Subsidiaries; Etc. (a) Each of Meerkat and Merger Sub The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of 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; and (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 Contracts by which it . The Company is bound. Since the date of its incorporation, Merger Sub has not engaged in any activities other than in connection with qualified or as contemplated by this Agreement. (b) Meerkat is licensed and qualified to do businessbusiness as a foreign Entity, and is in good standing (to the extent applicable standing, in such jurisdiction), under the laws of all jurisdictions each jurisdiction where the nature of its business requires such licensing qualification or qualification other than in jurisdictions licensing, except where the failure to be so qualified individually qualified, licensed or in the aggregate good standing does not have and would not reasonably be reasonably expected to have a Meerkat Material Adverse Effect. (cb) Meerkat has no Subsidiaries except for Merger Sub and Meerkat The Company does not own any capital stock of, or any other equity ownership interest of, or profit sharing any equity interest of any nature in, or control directly or indirectly, any other Entity other than Merger Subits Subsidiaries. Meerkat is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Meerkat The Company has not agreed and is not obligated to make, nor and is Meerkat not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. (c) Section 3.1(c) of the Company Disclosure Schedules identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Meerkat Each such Subsidiary of the Company is a corporation or other business entity duly incorporated or organized (as applicable), validly existing and in good standing (to the extent a concept of “good standing” is applicable) under the laws of its jurisdiction of incorporation or organization and has notfull corporate or other organizational power and authority required to own, at lease and operate the assets and properties that it purports to own, lease and operate and to carry on its business as now conducted, except where any time, been a general partner offailure thereof has not had, and would not reasonably be expected to have a Material Adverse Effect. Each such Subsidiary of the Company is duly qualified to do business and is in good standing (to the extent a concept of “good standing” is applicable) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing has not otherwise been liable for any of the debts or other obligations ofhad, any general partnership, limited partnership or other Entityand would not reasonably be expected to have a Material Adverse Effect.