Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority to (a) conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”. None of the SafeNet Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule.

Due Organization; Subsidiaries. Parent Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own and use its assets in the manner in which its assets are currently owned and used; and (ciii) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements laws of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”"COMPANY ORGANIZATION DOCUMENTS"). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 Part 2.1 of the Parent Company Disclosure Schedule. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 of Part 2.1 the Parent Company Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”"ACQUIRED CORPORATIONS"). None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the SafeNet Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule 3.1 Part 2.1 of the Parent Company Disclosure Schedule, or (ii) any interest in any publicly traded company held solely for investment and comprising less than five percent of the outstanding capital stock of such company.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Company Organization Documents”). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule are collectively referred to herein as the “SafeNet Acquired Corporations”. None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule.

Due Organization; Subsidiaries. Parent Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations and has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own and use its assets in the manner in which its assets are currently owned and used; and (ciii) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Material Adverse Effect on any of the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”)thereto. Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 Part 2.1 of the Parent Company Disclosure Schedule. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Acquired Corporations”"). None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the SafeNet Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule 3.1 Part 2.1 of the Parent Company Disclosure Schedule, or (ii) any interest in any publicly traded company held for investment and comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. Parent Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations and has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; and (ciii) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have does not have, and is not reasonably likely to have, a Material Adverse Effect on any of the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto and (collectivelyii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each of the Acquired Corporations, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 board of directors of each of the Parent Disclosure Schedule. Parent Acquired Corporations and all committees of the board of directors of each of its Subsidiaries identified the Acquired Corporations (the items described in Schedule 3.1 clauses (i) and (ii) of the Parent Disclosure Schedule this sentence are collectively referred to herein as the “SafeNet Acquired Corporations Constituent Documents”). The Company has no Subsidiaries, except for the entities identified in Part 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries are collectively referred to herein as the “Acquired Corporations”). None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the SafeNet Corporations’ interests Company’s interest in their its Subsidiaries identified in Schedule 3.1 Part 2.1 of the Parent Company Disclosure Schedule, or (ii) any interest in publicly traded companies held for investment only and in each case comprising less than five percent of the outstanding capital stock of such company. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

Due Organization; Subsidiaries. Parent Each of the Acquired Companies (as defined below) is a corporation company duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation, formation and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own own, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned owned, operated or held and used; and (ciii) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Corporations Acquired Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the Legal Requirements laws of all jurisdictions where the failure nature of its business requires such qualification. The Company has Delivered to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate true, correct and complete copies of (i) the certificate or articles, as the case may be, of incorporation, bylaws and other charter or organizational documents of each of the SafeNet CorporationsAcquired Companies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equity holders of each of the Acquired Companies, the board of directors or managers of each of the Acquired Companies and all committees of the board of directors or managers of each of the Acquired Companies (the items described in (i), and (ii) above, collectively, the “Parent Organization Documents”"COMPANY CONSTITUENT DOCUMENTS"). Parent The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the corporations Entities identified in Schedule 3.1 of the Parent Disclosure Schedule2.1. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”"ACQUIRED COMPANIES"). None Except as identified on Schedule 2.1, none of the SafeNet Corporations Acquired Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests Company's interest in their Subsidiaries identified in its Subsidiaries. Except as set forth on Schedule 3.1 2.1, none of the Parent Disclosure ScheduleAcquired Companies has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any other Entity.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent "Company Organization Documents”"). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Acquired Corporations”". None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet XXXX Corporations which is a “significant subsidiary” "SIGNIFICANT SUBSIDIARY" (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet XXXX Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet XXXX Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet XXXX Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet XXXX Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”"PARENT ORGANIZATION DOCUMENTS"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule Letter are collectively referred to herein as the “SafeNet Corporations”"XXXX CORPORATIONS". None of the SafeNet XXXX Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet XXXX Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent Each of the Company and each of its Subsidiaries (collectively, the “Acquired Companies”) is a corporation company duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation, formation and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own own, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned owned, operated or held and used; and (ciii) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Corporations Acquired Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the Legal Requirements laws of all jurisdictions where the nature of its business requires such qualification except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on the SafeNet CorporationsEffect. Parent The Company has delivered or made available to the Company accurate Parent true, correct and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet CorporationsAcquired Companies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equity holders of each of the Acquired Companies, the Board of Directors or Board of Managers or other governing body of each of the Acquired Companies and all committees of the Board of Directors or Board of Managers or other governing body of each of the Acquired Companies (the items described in (i) and (ii) above, collectively, the “Parent Organization Company Constituent Documents”). Parent The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the corporations Entities identified in Schedule 3.1 of the Parent Company Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”Schedules. None of the SafeNet Corporations Acquired Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in as set forth on Schedule 3.1 of the Parent Company Disclosure ScheduleSchedules. None of the Acquired Companies has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “significant subsidiary” "SIGNIFICANT SUBSIDIARY" (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate articles of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”"COMPANY ORGANIZATION DOCUMENTS"). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule Letter are collectively referred to herein as the “SafeNet Corporations”"ACQUIRED CORPORATIONS". None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary corporate power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of in all jurisdictions where the transaction therein by it of business or the ownership by it of property therein requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect on the SafeNet CorporationsAcquired Corporations (taken as a whole). Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate or articles of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”"COMPANY ORGANIZATION DOCUMENTS"). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”"ACQUIRED CORPORATIONS"). None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (i) the SafeNet Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule, or (ii) any interest in any publicly traded company held solely for investment and comprising less than five percent of the outstanding capital stock of such company.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Dynasil Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Dynasil Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Dynasil Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Dynasil Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Dynasil Corporations, including all amendments thereto (collectively, the “"Parent Organization Documents”"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Dynasil Corporations”". None of the SafeNet Dynasil Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Dynasil Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent Each of the Acquired Companies (as defined below) is a corporation company duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation, formation and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority authority: (i) to (a) conduct its business in the manner in which its business is currently being conducted; (bii) to own own, operate, hold under lease and use its assets as, and in the manner in which place where, its assets are currently owned owned, operated or held and used; and (ciii) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Corporations Acquired Companies is qualified to do business as a foreign corporationEntity, and is in good standing, under the Legal Requirements laws of all jurisdictions where the failure nature of its business requires such qualification. The Company has Delivered to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate true, correct and complete copies of (i) the certificate or articles, as the case may be, of incorporation, bylaws and other charter or organizational documents of each of the SafeNet CorporationsAcquired Companies, including all amendments thereto and (ii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the equity holders of each of the Acquired Companies, the board of directors or managers of each of the Acquired Companies and all committees of the board of directors or managers of each of the Acquired Companies (the items described in (i), and (ii) above, collectively, the “Parent Organization Company Constituent Documents”). Parent The Company Constituent Documents are in full force and effect on the date hereof. The Company has no Subsidiaries, except for the corporations Entities identified in Schedule 3.1 of the Parent Disclosure Schedule2.1. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet CorporationsAcquired Companies”). None Except as identified on Schedule 2.1, none of the SafeNet Corporations Acquired Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests Company’s interest in their Subsidiaries identified in its Subsidiaries. Except as set forth on Schedule 3.1 2.1, none of the Parent Disclosure ScheduleAcquired Companies has, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any other Entity.

Due Organization; Subsidiaries. Parent Each of the Acquired Companies is a corporation or limited liability company duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations organization and has all necessary requisite corporate or limited liability company power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; and (c) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Corporations Acquired Companies is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified would have does not have, and is not reasonably likely to have, a Company Material Adverse Effect on the SafeNet CorporationsEffect. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet CorporationsAcquired Companies, including all amendments thereto and (collectivelyii) the existing minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders or members of each of the Acquired Companies, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 board of directors of each of the Parent Disclosure Schedule. Parent Acquired Companies and all committees of the board of directors of each of its Subsidiaries identified the Acquired Companies (the items described in Schedule 3.1 clauses (i) and (ii) of the Parent Disclosure Schedule this sentence are collectively referred to herein as the “SafeNet CorporationsAcquired Companies Constituent Documents”). None The Company has no Subsidiaries, except for the entities identified in Section 2.1 of the SafeNet Corporations Company Disclosure Letter. (The Company and each of its Subsidiaries on the date hereof are collectively referred to herein as the “Acquired Companies”). Except as set forth in Section 2.1 of the Company Disclosure Letter, none of the Acquired Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (y) the SafeNet Corporations’ interests Company’s interest in their its Subsidiaries identified in Schedule 3.1 Section 2.1 of the Parent Company Disclosure ScheduleLetter, or (z) any interest in publicly traded companies held for investment only and in each case comprising less than one percent of the outstanding capital stock of such company. None of the Acquired Companies have, at any time, been a general partner of, or with the exception of a guaranty of the debt or obligation of another Acquired Company, otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

Due Organization; Subsidiaries. Parent Buyer is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Dynasil Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent Buyer is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Dynasil Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Buyer Material Contracts. Each of the SafeNet Dynasil Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Dynasil Corporations. Parent Buyer has delivered or made available to the Company Seller accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Dynasil Corporations, including all amendments thereto (collectively, the “Parent "Buyer Organization Documents”"). Parent Buyer has no Subsidiaries, except for the corporations identified in Schedule 3.1 4.1 of the Parent Buyer Disclosure ScheduleLetter. Parent Buyer and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Dynasil Corporations”". None of the SafeNet Dynasil Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Dynasil Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 4.1 of the Parent Buyer Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent Each of the Acquired Corporations (as defined below) is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate articles of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Company Organization Documents”). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule are collectively referred to herein as the “SafeNet Acquired Corporations”. None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet AngioDynamics Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet AngioDynamics Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet AngioDynamics Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet AngioDynamics Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet AngioDynamics Corporations, including all amendments thereto (collectively, the “"Parent Organization Documents”"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "AngioDynamics Corporations”". None of the SafeNet AngioDynamics Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet AngioDynamics Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent Each of the Acquired Companies is a corporation or limited liability company duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements laws of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations organization and has all necessary requisite corporate or limited liability company power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own own, lease and use its assets in the manner in which its assets are currently owned owned, leased and used; and (c) to perform its material obligations under all Parent Material ContractsContracts by which it is bound. Each of the SafeNet Corporations Acquired Companies is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified would have does not have, and is not reasonably likely to have, a Company Material Adverse Effect on the SafeNet CorporationsEffect. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet CorporationsAcquired Companies, including all amendments thereto and (collectivelyii) the existing minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders or members of each of the Acquired Companies, the “Parent Organization Documents”board of directors of each of the Acquired Companies and all committees of the board of directors of each of the Acquired Companies (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the "ACQUIRED COMPANIES CONSTITUENT DOCUMENTS"). Parent The Company has no Subsidiaries, except for the corporations entities identified in Schedule 3.1 Section 2.1 of the Parent Company Disclosure ScheduleLetter. Parent (The Company and each of its Subsidiaries identified in Schedule 3.1 of on the Parent Disclosure Schedule date hereof are collectively referred to herein as the “SafeNet Corporations”"ACQUIRED COMPANIES"). None Except as set forth in Section 2.1 of the SafeNet Corporations Company Disclosure Letter, none of the Acquired Companies has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than (y) the SafeNet Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule 3.1 Section 2.1 of the Parent Company Disclosure ScheduleLetter, or (z) any interest in publicly traded companies held for investment only and in each case comprising less than one percent of the outstanding capital stock of such company. None of the Acquired Companies have, at any time, been a general partner of, or with the exception of a guaranty of the debt or obligation of another Acquired Company, otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Person.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet XXXX Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet XXXX Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet XXXX Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet XXXX Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet XXXX Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule Letter are collectively referred to herein as the “SafeNet XXXX Corporations”. None of the SafeNet XXXX Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet XXXX Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate articles of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Company Organization Documents”). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule Letter are collectively referred to herein as the “SafeNet Acquired Corporations”. None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter.