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, and the Company’s only Subsidiaries are set forth on Section 2.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation 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. Each Acquired Corporation is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.

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, and the Company’s only Subsidiaries are set forth in Exhibit 21.1 to the Company’s Annual Report on Section 2.1 of Form 10-K for the Company Disclosure Schedule fiscal year ended December 31, 2019 (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each such Subsidiary is an Entity duly organized, validly existing and, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable. Each Acquired Corporation 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, except as would not reasonably be expected to have a Material Adverse Effect. Each Acquired Corporation is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.

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 DelawareMaryland, and the Company’s only Subsidiaries are set forth in Exhibit 21.1 to the Company’s Annual Report on Section 2.1 of Form 10-K for the Company Disclosure Schedule fiscal year ended December 31, 2021 (the Company and each such Subsidiary, an “Acquired CorporationCompany” and collectively, the “Acquired CorporationsCompanies”). Each such Subsidiary is an Entity duly organized, validly existing and, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in good standing under the laws of the jurisdiction of its incorporation, formation or organization, as applicable. Each Acquired Corporation 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, except as would not reasonably be expected to have a Material Adverse Effect. Each Acquired Corporation Company is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.

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 DelawareDelaware and, and except as set forth on Part 3.1(a) of the Company Disclosure Schedule, the Company’s only Subsidiaries are set forth on Section 2.1 (i) F-Star Therapeutics Securities Corporation, a security corporation duly organized, validly existing and in good standing under the laws of the Company Disclosure Schedule State of Massachusetts (“FSC”) and (ii) F-star Therapeutics Limited, a private limited company, duly organized, validly existing and in good standing under the Company laws of England and each such Subsidiary, an Wales (“Acquired CorporationF-star Therapeutics UK” and collectivelytogether with FSC, the “Acquired CorporationsCompany Subsidiaries”). Each Acquired Corporation 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. Each Acquired Corporation is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, have and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the State of Delaware, and the Company’s only Subsidiaries are set forth on Section 2.1 . Each Subsidiary of the Company Disclosure Schedule is an Entity duly organized, validly existing and in good standing (or such other comparable concept) under the Company Legal Requirements of the jurisdiction of its organization, except where the failure to be in good standing does not have, and each such Subsidiarywould not reasonably be expected to have, an “Acquired Corporation” and collectivelyindividually or in the aggregate, the “Acquired Corporations”)a Material Adverse Effect. Each of the Acquired Corporation Companies 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. Each of the Acquired Corporation Companies is qualified or licensed to do business as a foreign corporationEntity, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does not have, have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.

Due Organization; Subsidiaries; Etc. (ac) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of the Company’s only Subsidiaries are set forth on Section 2.1 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each Acquired Corporation The Company has all necessary power and authority: 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. Each Acquired Corporation of the Company’s Subsidiaries is qualified or licensed validly incorporated in its jurisdiction of incorporation and has all necessary power and authority (i) to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of conduct its business requires such qualification or licensingin 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, except where the failure to be so qualified, licensed or in good standing have such power and authority does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries Acquired Corporation is duly organizedqualified or licensed to do business as a foreign corporation, validly existing and and, where applicable, is in good standing (standing, in each jurisdiction where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction nature of its organizationbusiness requires such qualification or licensing, except where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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, and the Company’s only Subsidiaries are set forth on Section 2.1 Subsidiary is Constellation Securities Corporation, a corporation duly organized, validly existing and in good standing under the laws of the Company Disclosure Schedule State of Massachusetts (the Company and each such Subsidiary, an “Acquired Corporation” and and, collectively, the “Acquired Corporations”). Each Acquired Corporation 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 would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Corporation is qualified or licensed to do business as a foreign corporation, and is in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing does would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Legal Requirements) under the Legal Requirements of the jurisdiction of its organization.