Common use of Existence; Good Standing; Corporate Authority Clause in Contracts

Existence; Good Standing; Corporate Authority. Each of the Company --------------------------------------------- and its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could not reasonably be expected to (i) materially adversely affect the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) adversely affect or delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement or the Tender Agreement (either of the foregoing clauses (i) or (ii) being a "Material Adverse Effect"). Each of the Company and ----------------------- its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries (as defined in Section 11.8) as currently ------------ in effect.

Existence; Good Standing; Corporate Authority. Each of the Company and --------------------------------------------- and its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term "Material Adverse Effect" means ----------------------- any change, effect, event, occurrence, state of facts or developments that (i) materially adversely affect affects the assets, liabilities, business, results of operations or operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole or (ii) adversely affect affects or delay delays the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement, provided, -------- however, that none of the following shall be deemed in themselves, either alone ------- or in combination, to constitute, a Material Adverse Effect (A) any change in the market price or trading volume of the Company's stock after the date hereof; (B) any failure by the Company to meet internal revenue or earnings projections or forecasts or published revenue or earnings projections for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement and prior to the Effective Time; (C) decreases in working capital substantially consistent with the Company's internal projections supplied to the Purchaser; (D) any adverse change, effect, event, occurrence, state of facts or developments directly caused by the deterioration in performance of the Company's last-mile providers; (E) any adverse change, effect, event, occurrence, state of facts or development change, effect, event, occurrence, state of facts or developments directly caused by the announcement or pendency of the Offer or the Tender Merger (including any cancellations of or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees); (F) any adverse change, effect, event, occurrence, state of facts or developments directly caused by resulting from or attributable to conditions affecting the DSL industry as a whole or the U.S. or world economies as a whole (unless such conditions adversely affect the Company in a materially disproportionate manner); (G) any adverse change, effect, event, occurrence, state of facts or development directly resulting from or attributable or relating to out-of-pocket fees and expenses (including legal, accounting, investment banking and other fees and expenses) incurred in connection with the transactions contemplated by this Agreement and disclosed in the Disclosure Letter; or (either H) any adverse change, effect, event, occurrence, state of facts or development directly caused by compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to any dispute regarding whether any adverse change, effect, event, occurrence, state of facts or development is "directly caused" by any of the foregoing clauses (i) or (ii) being foregoing, the Company shall have the burden of proof by a "Material Adverse Effect")preponderance of the evidence. Each of the Company and ----------------------- its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted and as currently proposed to be conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries (as defined in Section 11.8) as currently ------------ in effect.a

Existence; Good Standing; Corporate Authority. Each of WWWX, the Company --------------------------------------------- Acquisition Corp. and its Subsidiaries the Merger Sub, and each of their respective Subsidiaries, is (a) a corporation or limited liability company duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction of organization incorporation or organization. Each of WWWX, the Acquisition Corp. and (b) the Merger Sub, and each of their respective Subsidiaries, is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to (i) materially adversely affect have a material adverse effect on the assets, liabilities, business, results of operations or financial condition (financial or otherwise) of the Company Acquisition Corp. and its Subsidiaries, taken as a whole or Subsidiaries (ii) adversely affect or delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement or the Tender Agreement (either of the foregoing clauses (i) or (ii) being a "WWWX Material Adverse Effect"). Each of WWWX, the Company Acquisition Corp. and ----------------------- its Subsidiaries the Merger Sub, and each of their respective Subsidiaries, has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as now conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectconducted. The Company has heretofore copies of the Articles or Certificates of Incorporation and Bylaws, Operating Agreements and/or other applicable governing documents of WWWX, the Acquisition Corp., the Merger Sub, and each of their respective Subsidiaries, previously made available to Purchaser Artra, are true and correct copies of the certificate of incorporation and bylaws have not been modified or other governing instruments of the Company and each of its Subsidiaries (amended except as defined in Section 11.8) as currently ------------ in effectset forth therein.

Existence; Good Standing; Corporate Authority. Each The Company and each of the Company --------------------------------------------- and its Subsidiaries is (ai) a corporation or other entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation or organization and (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws Laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably have and would not be expected likely to (i) materially adversely affect have, individually or in the assetsaggregate, liabilitiesa material adverse effect on the business, businessoperations, results of operations operations, assets, or financial condition (financial or otherwise) of the Company and its Subsidiaries, Subsidiaries taken as a whole (the foregoing, other than those which are the result of general conditions in the economy as a whole or (ii) adversely affect or delay generally present in the ability industry of the Company on and its Subsidiaries and those resulting from the one handmatters set forth in the Company Disclosure Letter or previously disclosed in writing to Parent, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement or the Tender Agreement (either of the foregoing clauses (i) or (ii) being a "Material Adverse Effect"). Each of the Company and ----------------------- each of its Subsidiaries has all requisite corporate or other power and authority to own, own or lease and operate and lease its properties and carry on its business as now conducted except where the failure to have such power and authority could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectconducted. The Company has heretofore made available to Purchaser true and correct copies copy of the certificate articles of incorporation and bylaws or other governing instruments association of the Company and each of its Subsidiaries (as defined included in Section 11.83.1 of the disclosure letter, dated as of the date hereof, delivered by the Company to Purchaser (the "Company Disclosure Letter") is a true, complete and correct copy of the Company's articles of association as currently ------------ in effect. The Company's principal place of business is: Baron Van Nagellstraat 89, 3770 LK Barneveld, The Netherlands. Xxx xxxxxxxx xx xxxxxxxxxxx xxxx xxxxxxx xx Xxxxx 00, 0999 and included in Section 3.1 of the Disclosure Letter have not been modified or amended since that date.

Existence; Good Standing; Corporate Authority. Each of the Company --------------------------------------------- and its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to (i) materially adversely affect the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) materially adversely affect or delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement or the Tender Agreement (either of the foregoing clauses (i) or (ii) being a "MATERIAL ADVERSE EFFECT"; PROVIDED, HOWEVER, that the following are deemed not to constitute a Material Adverse Effect": (w) decline in the revenues, website traffic, pricing of advertising and market share of the Company due to reasons beyond the Company's control, (x) conditions affecting the U.S. economy, as a whole, (y) conditions affecting the internet game or software industries, as a whole and (z) actions and events permitted under this Agreement). Each of the Company and ----------------------- its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries (as defined in Section 11.8) as currently ------------ in effect.

Existence; Good Standing; Corporate Authority. Each of the Company --------------------------------------------- and its Subsidiaries is (ai) a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization incorporation and (bII) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or (to the laws extent the concepts of "qualified to do business" and "good standing" exist) any foreign jurisdiction, if applicable, other jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such licensure, qualification or good standing necessary, except where the failure to be so qualified in good standing or to be so licensed or qualified, individually or in good standing could the aggregate, would not reasonably be expected to have a material adverse effect on (iX) materially adversely affect the assetsbusiness, liabilities, businessoperations, results of operations operations, assets or financial condition (financial or otherwise) of the Company and its Subsidiariesor any Subsidiary, taken as a whole or (iiY) adversely affect or delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by perform its obligations under this Agreement or the Tender any Ancillary Agreement (either any of the foregoing clauses (i) events or (ii) circumstances being referred to herein as a "Material Adverse EffectMATERIAL ADVERSE EFFECT"). Each of the Company and ----------------------- its Subsidiaries has all the requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted except where the failure and proposed to have such power and authority could not reasonably be expected to have, individually or conducted as discussed in the aggregate, a Material Adverse EffectCompany Reports (as defined below). The Company has heretofore made available delivered to Purchaser Parent true and correct copies of the certificate Certificate of incorporation Incorporation and bylaws or other governing instruments By-Laws of the Company and of the comparable organizational documents of each Subsidiary of the Company, each of its Subsidiaries (as defined which is in Section 11.8) as currently ------------ in full force and effect.

Existence; Good Standing; Corporate Authority. Each of the Company --------------------------------------------- and its Subsidiaries is (a) duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of any other state of the United States or the laws of any foreign jurisdiction, if applicable, in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or to be in good standing could would not reasonably be expected to (i) materially adversely affect the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (ii) materially adversely affect or delay the ability of the Company on the one hand, or Merger Sub and Purchaser on the other, to consummate the transactions contemplated by this Agreement or the Tender Agreement (either of the foregoing clauses (i) or (ii) being a "Material Adverse Effect"; provided, however, that the following are deemed not to constitute a Material Adverse Effect: (w) decline in the revenues, website traffic, pricing of advertising and market share of the Company due to reasons beyond the Company's control, (x) conditions affecting the U.S. economy, as a whole, (y) conditions affecting the internet game or software industries, as a whole and (z) actions and events permitted under this Agreement). Each of the Company and ----------------------- its Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted except where the failure to have such power and authority could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has heretofore made available to Purchaser true and correct copies of the certificate of incorporation and bylaws or other governing instruments of the Company and each of its Subsidiaries (as defined in Section 11.8) as currently ------------ in effect.