Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. The Company has all requisite corporate power and authority to: (i) conduct its business in the manner in which its business is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and used; and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (i) interests in the Entities identified in Part 3.1(c) of the Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsinits incorporation or formation. The Company and each of its Subsidiaries has all requisite corporate necessary power and authority to: to (i) conduct its business in the manner in which its business is currently being conducted; , (ii) own and use its assets in the manner in which its assets are currently owned and used; used and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company and each of its Subsidiaries is qualified to do business as a foreign corporationentity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither and neither the Company nor any of the other Entities identified in Part 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: than (i) interests in the Entities identified in Part 3.1(c) of the Company Disclosure Schedule; Schedule and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Company Disclosure Schedule is a wholly wholly-owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in in, loan or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is and or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would have a not be reasonably expected to be material to the Company Material Adverse Effector its business. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. Each of the Acquired Corporations (aas defined below) The Company is a corporation duly organized, validly existing and in good standing under the laws Legal Requirements of the State jurisdiction of Wisconsinits incorporation. The Company Each of the Acquired Corporations has all requisite necessary corporate power and authority to: authority: (ia) to conduct its business in the manner in which its business is currently being conducted; (iib) to own and use its assets in the manner in which its assets are currently owned and used; and (iiic) to perform its obligations under all Contracts by which it is bound. (b) The Company Material Contracts. Each of the Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of Legal Requirements in all jurisdictions where the nature transaction therein by it of its business or the ownership by it of property therein requires such qualification and qualification, except where the failure to be so qualified would not have a Company Material Adverse Effect. Effect on the Acquired Corporations (c) taken as a whole). The Company has delivered to Parent accurate and complete copies of the certificate or articles of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto (collectively, the "COMPANY ORGANIZATION DOCUMENTS"). The Company has no Subsidiaries, except for the Entities corporations identified in Part 3.1(c) Schedule 2.1 of the Company Disclosure Schedule. (The Company and each of its Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule are collectively referred to herein as the "ACQUIRED CORPORATIONS"). None of the 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 Company's interest in its Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (i) interests in the Entities identified in Part 3.1(c) of the Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each any interest in any publicly traded company held solely for investment and comprising less than five percent of the Entities identified in Part 3.1(c) outstanding capital stock of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiariescompany.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.01(c)(i) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.01(c)(i) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.01(c)(i) of the Company Disclosure Schedule; and (ii) interests classified . Except as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified set forth in Part 3.1(cSection 2.01(c)(ii) of the Company Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Schedule, neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s its Subsidiaries is duly organizedor has otherwise been, validly existing and directly or indirectly, a party to, member of, or participant in good standing under any partnership, joint venture or similar business entity. Neither the Laws of the jurisdiction Company nor any of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Wisconsin. The Company Delaware and has all requisite necessary corporate power and authority toauthority: (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 material Contracts by which it is bound. (b) The Company is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified would not have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company’s Subsidiaries owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls, directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is a corporation or other legal Entity duly incorporated or otherwise organized, validly existing and and, if applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite necessary corporate or similar power and authority to: (A) to conduct its business in the manner in which its business is currently being conducted; (B) conducted and 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 , except where the failure to have such power or authority would not have a Company Material Adverse Effect. (Cd) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which Neither the Company nor any of its Subsidiaries is or has otherwise been a party to, or a member of, any partnership, joint venture or similar business Entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices tohas otherwise been liable for, any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Wisconsin. The Company Delaware and has all requisite necessary corporate power and authority toauthority: (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. (b) The Company is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except Except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither Company has no Subsidiaries and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and . (iid) interests classified as cash equivalents or short-term investments on Neither the Company Balance Sheetnor its Subsidiary is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds any Equity Interest (contingent nor its Subsidiary has agreed or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or make, nor is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and Neither the consummation of the transactions contemplated hereby do not require Company nor its Subsidiary has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State of WisconsinIsrael. Each Company Subsidiary is a corporation duly organized under the laws of the State of Delaware. The Company has and each Company Subsidiary have all requisite necessary corporate power and authority to: (i) conduct its business their respective businesses in the manner in which its business is such businesses are currently being conducted; (ii) own or lease and use its their respective assets in the manner in which its such assets are currently owned or leased and used; and (iii) perform its their respective obligations under all Contracts by which it is they are bound. (b) The Company is and each Company Subsidiary are duly qualified to do business as a foreign corporation, and is are in good standingstanding (to the extent either such concept is recognized under applicable Law), under the laws of all jurisdictions where the nature of its business their respective businesses requires such qualification and qualification, except where the failure failure(s) to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not registered with the Companies Registrar as a “breaching company”. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c2.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Agreement Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) its authorized capital or other equity or voting interests; (iii) the name of each shareholder or equity owner thereof; and (iv) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified Sheet and set forth in Part 3.1(c2.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is boundSchedule. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Company Each of Parent and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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; 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) The Company Each of Parent and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Parent Material Adverse Effect. (c) The Company Parent has no Subsidiaries, except for Subsidiaries other than Merger Sub and the Entities identified in Part Section 3.1(c) of the Parent Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company ; and neither Parent nor any of the other Entities identified in Part Section 3.1(c) of the Parent Disclosure Schedule owns any capital stock of, or any Equity Interest equity ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other EntityEntity other than Merger Sub. Parent is not and has not otherwise been, other than: (i) interests directly or indirectly, a party to, member of or participant in the Entities identified in Part 3.1(c) of the Disclosure Schedule; and (ii) interests classified as cash equivalents any partnership, joint venture or short-term investments on the Company Balance Sheetsimilar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds Neither Parent nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither Parent nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and the Company Subsidiary is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and the Company Subsidiary is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities Entity identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects Schedule (the capitalization information of each “Company Subsidiary. Neither ”); and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of nor the Company Subsidiary is and no other Person holds or has otherwise been, directly or indirectly, a party to, member of or participant in any Equity Interest (contingent partnership, joint venture or otherwise) in such Entitiessimilar business entity. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which Neither the Company nor the Company Subsidiary has agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and Neither the consummation of Company nor the transactions contemplated hereby do not require Company Subsidiary has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporation, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State of WisconsinIsrael. Each Company Subsidiary is a corporation duly organized under the laws of the State of Delaware. The Company has and each Company Subsidiary have all requisite necessary corporate power and authority to: (i) conduct its business their respective businesses in the manner in which its business is such businesses are currently being conducted; (ii) own or lease and use its their respective assets in the manner in which its such assets are currently owned or leased and used; and (iii) perform its their respective obligations under all Contracts by which it is they are bound. (b) The Company is and each Company Subsidiary are duly qualified to do business as a foreign corporation, and is are in good standingstanding (to the extent either such concept is recognized under applicable Law), under the laws of all jurisdictions where the nature of its business their respective businesses requires such qualification and qualification, except where the failure failure(s) to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not registered with the Companies Registrar as a “breaching company”. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c2.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Representations Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) its authorized capital or other equity or voting interests; (iii) the name of each shareholder or equity owner thereof; and (iv) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified Sheet and set forth in Part 3.1(c2.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is boundSchedule. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is and or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (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. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.