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

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is qualified or licensed to do business as a foreign corporation or other entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests of each of the Company’s Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the capital stock of the Company’s Subsidiaries, no Acquired Company owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company and the Company Subsidiary is an Entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such conceptthe extent a concept of “good standing” is applicable) under the laws of its the jurisdiction of organizationin which it is organized, except as has where any failure to be so organized or existing or in good standing does not hadconstitute, and would not reasonably be expected to haveconstitute, individually or in the aggregate, a Material Adverse Effect. Each Acquired of the Company has all necessary power and authority: the Company Subsidiary (i) has all corporate or other organizational power and authority required to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company (ii) is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such conceptthe extent a concept of “good standing” is applicable), in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure to have such power or authority, or to be so qualified or licensed or in good standing, does not constitute, and would not reasonably be expected to haveconstitute, individually or in the aggregate, a Material Adverse Effect. (b) The Other than the Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of Subsidiary, the outstanding equity interests of each of Company has no subsidiaries. Neither the Company’s Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under Company nor the Securities Act or applicable securities laws. Except for the capital stock of the Company’s Subsidiaries, no Acquired Company Subsidiary owns, directly or indirectly, any capital stock or other equity interests inof, or any subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of, any Entity, other than the Company or the Company Subsidiary. The equity ownership of the Company Subsidiary is free and clear of any EntityEncumbrances (other than Permitted Encumbrances).

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1 of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1(a) of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.