Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of 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 Acquired Corporations has all necessary power and 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 Company Material Contracts. Each of the 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 Acquired Corporations. The Company has delivered or made available to Parent accurate and complete copies of the certificate 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 corporations identified in 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 the Acquired Corporations’ interests in their Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule.

Due Organization; Subsidiaries. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of the Company 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 Acquired Corporations and has all necessary power and authority: (ai) to 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 Company Material ContractsContracts by which it is bound. Each of the 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 Acquired Corporations. The Company has delivered or made available to Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired Corporations, including all amendments thereto (collectively, the “Company Organization Documents”)thereto. The Company has no Subsidiaries, except for the corporations identified in Schedule Part 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 Acquired Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule Part 2.1 of the 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. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of the Company 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 Acquired Corporations and has all necessary power and authority: (ai) to 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 Company Material ContractsContracts by which it is bound. Each of the 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 Acquired Corporations. The Company has delivered or made available to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the 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 board of directors of each of the Acquired Corporations and all committees of the board of directors of each of the Acquired Corporations (the items described in clauses (i) and (ii) of this sentence are collectively referred to herein as the “Company Organization Acquired Corporations Constituent Documents”). The Company has no Subsidiaries, except for the corporations entities identified in Schedule Part 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 Acquired Corporations’ interests Company’s interest in their its Subsidiaries identified in Schedule Part 2.1 of the 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. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of 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 Acquired Corporations has all necessary power and authority: (ai) to 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 Company Material ContractsContracts by which it is bound. Each of the Acquired Corporations 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 to be so qualified would have a Material Adverse Effect on the Acquired Corporationsnature of its business requires such qualification. The Company has delivered or made available Delivered to Parent 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 Acquired CorporationsCompanies, 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 “"COMPANY CONSTITUENT DOCUMENTS"). The Company Organization Documents”)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 2.1 of the Company Disclosure Schedule2.1. (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”"ACQUIRED COMPANIES"). None Except as identified on Schedule 2.1, none of the Acquired Corporations 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 Acquired Corporations’ interests Company's interest in their Subsidiaries identified in its Subsidiaries. Except as set forth on Schedule 2.1 2.1, none of the Company 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. The 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of 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 Acquired Corporations has all necessary power and authority: (ai) to 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 Company Material ContractsContracts by which it is bound. Each of the Acquired Corporations 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 Acquired CorporationsEffect. The Company has delivered or made available to Parent accurate true, correct and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, 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 “Company Organization Constituent Documents”). 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 2.1 3.1 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”Schedules. None of the Acquired Corporations 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 Acquired Corporations’ interests in their Subsidiaries identified in as set forth on Schedule 2.1 3.1 of the 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. The Company (a) Apricus is a corporation duly organizedincorporated, validly existing and in good standing under the Legal Requirements laws of the jurisdiction State of its incorporation, Nevada and each of the other Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of the Company Merger Sub is a corporation duly organizedincorporated, validly existing and in good standing under the Legal Requirements laws of the jurisdiction State of its incorporation or formationDelaware. Each of the Acquired Corporations has all necessary corporate power and authority: (ai) to conduct its business in the manner in which its business is currently being conducted; (bii) 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 (ciii) to perform its material obligations under all Company Material ContractsContracts 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) Each of the Acquired Corporations Apricus 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 Legal Requirements laws of all jurisdictions where the nature of its business requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a an Apricus Material Adverse Effect on the Acquired CorporationsEffect. The Company has delivered or made available to Parent accurate and complete copies of the certificate 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 c) Apricus has no Subsidiaries, except for the corporations Entities identified in Schedule 2.1 Section 3.1(c) of the Apricus Disclosure Schedule; and neither the Company nor any of its Subsidiaries owns any capital stock of, or any equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the Entities identified in Section 3.1(c) of the Apricus Disclosure Schedule. The Company and each Neither Apricus nor any of its Subsidiaries identified is or has otherwise been, directly or indirectly, a party to, member of or participant in Schedule 2.1 any partnership, joint venture or similar business entity. Neither Apricus nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Neither Apricus nor any of its Subsidiaries has, at any time, been a general partner of, or has otherwise been liable for any of the Company Disclosure Schedule are collectively referred to herein as the “Acquired Corporations”. None of the Acquired Corporations has any equity interest debts or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest inother obligations of, any general partnership, limited partnership or other Entity, other than the Acquired Corporations’ interests in their Subsidiaries identified in Schedule 2.1 of the Company Disclosure Schedule.. 3.2

Due Organization; Subsidiaries. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of the Company 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 Acquired Corporations organization and has all necessary requisite corporate or limited liability company power and 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 Company Material ContractsContracts by which it is bound. Each of the Acquired Corporations 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 Acquired CorporationsEffect. The Company has delivered or made available to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, 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 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 “Company Organization Acquired Companies Constituent Documents”). The Company has no Subsidiaries, except for the corporations entities identified in Schedule Section 2.1 of the Company Disclosure ScheduleLetter. (The Company and each of its Subsidiaries identified in Schedule 2.1 of on the Company Disclosure Schedule date hereof are collectively referred to herein as the “Acquired CorporationsCompanies”). None Except as set forth in Section 2.1 of the Company Disclosure Letter, none of the Acquired Corporations 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 Acquired Corporations’ interests Company’s interest in their its Subsidiaries identified in Schedule Section 2.1 of the 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. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of 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 Acquired Corporations has all necessary power and authority: (ai) to 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 Company Material ContractsContracts by which it is bound. Each of the Acquired Corporations 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 to be so qualified would have a Material Adverse Effect on the Acquired Corporationsnature of its business requires such qualification. The Company has delivered or made available Delivered to Parent 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 Acquired CorporationsCompanies, 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 “Company Organization Constituent Documents”). 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 2.1 of the Company Disclosure Schedule2.1. (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 CorporationsCompanies”). None Except as identified on Schedule 2.1, none of the Acquired Corporations 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 Acquired Corporations’ interests Company’s interest in their Subsidiaries identified in its Subsidiaries. Except as set forth on Schedule 2.1 2.1, none of the Company 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. The Company 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 Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of the Company 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 Acquired Corporations organization and has all necessary requisite corporate or limited liability company power and 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 Company Material ContractsContracts by which it is bound. Each of the Acquired Corporations 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 Acquired CorporationsEffect. The Company has delivered or made available to Parent accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter or organizational documents of each of the Acquired CorporationsCompanies, 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 “Company 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"). The Company has no Subsidiaries, except for the corporations entities identified in Schedule Section 2.1 of the Company Disclosure ScheduleLetter. (The Company and each of its Subsidiaries identified in Schedule 2.1 of on the Company Disclosure Schedule date hereof are collectively referred to herein as the “Acquired Corporations”"ACQUIRED COMPANIES"). None Except as set forth in Section 2.1 of the Company Disclosure Letter, none of the Acquired Corporations 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 Acquired Corporations’ interests Company's interest in their its Subsidiaries identified in Schedule Section 2.1 of the 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.