Common use of Incorporation and Good Standing of the Company and its Subsidiaries Clause in Contracts

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity as its name may indicate, in good standing under the laws of the jurisdiction of its incorporation or organization and has full power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in documents furnished to you by the Company and ANS and its subsidiaries. The subsidiaries listed in Schedule C hereto are the only significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, as promulgated by the Commission) of the Company (the “Significant Subsidiaries”). Each of the Company and its subsidiaries Significant Subsidiaries has been duly incorporated or organized and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity as its name may indicate, corporation in good standing (as applicable) under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, effect on the condition, financial condition or otherwise, or on the earnings, business, properties, business or operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as its name the case may indicatebe, in good standing under the laws of the jurisdiction of its incorporation or organization formation and has full corporate, partnership or limited liability company power and authority to own or own, lease, as the case may be, manage and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (corporation, partnership or such other form of entity limited liability company, as its name the case may indicate) be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock stock, membership interests, partnership interests, or other ownership equity interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance encumbrance, or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as its name may indicateapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has full corporate, limited partnership or limited liability company, as applicable, power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and each Guarantor, to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation (corporation, limited partnership or such other form of entity limited liability company, as its name may indicate) applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for the pledge of such ownership interests under the ABL Facility. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity trust, as its name may indicateapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation and has full corporate power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in its filings with the Disclosure Package and the Prospectus Commission and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation (corporation, limited liability company or such other form of entity trust, as its name may indicate) applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership limited liability company interests of each subsidiary have that has been organized as a corporation or a limited liability company has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as its name may indicateapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has full corporate, partnership or limited liability company, as applicable, power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation (corporation, limited partnership or such other form of entity limited liability company, as its name may indicate) applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Guarantors and Crossroads Holdings, LLC.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity as its name may indicate, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in have a material adverse effect, effect on the condition, financial or otherwise, or on the earnings, business, properties, operations properties or prospectsoperations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear clear, except as otherwise disclosed in the Disclosure Package and the Prospectus, of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity trust, as its name may indicateapplicable, is in good standing under the laws of the jurisdiction of its incorporation or organization formation and has full corporate power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in its filings with the Disclosure Package Securities and Exchange Commission (the Prospectus "Commission") and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation (corporation, limited liability company or such other form of entity trust, as its name may indicate) applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership limited liability company interests of each subsidiary have that has been organized as a corporation or a limited liability company has been duly authorized and validly issued, are is fully paid and nonassessable non-assessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity as its name may indicate, corporation in good standing standing, or otherwise authorized to conduct business, under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing standing, or otherwise authorized to conduct business, in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, limited partnership or such other form of entity as its name may indicateapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has full the power and authority (corporate or other) to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the each Applicable Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each The Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of Colorado and each of the Company and each subsidiary is duly qualified as a foreign corporation (corporation, partnership or such other form of entity limited liability company, as its name may indicate) applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other equity or ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than Spectranetics International, B.V., a Netherlands corporation.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as its name may indicate‌ ​ ​ ​ applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and formation, as applicable, has full corporate, partnership or limited liability company, as applicable, power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreementeach of the Transaction Documents to which it is a party. Each of the Company and each subsidiary is duly qualified as a foreign corporation (corporation, limited partnership or such other form of entity limited liability company, as its name may indicate) applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure failures to so qualify or to be in good standing as would not, not individually or in the aggregate, be reasonably be expected to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests interest of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except in each case as disclosed in the Offering Memorandum. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit B hereto.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, limited partnership or such other form of entity as its name may indicateapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization formation, as applicable, and has full corporate, partnership or limited liability company, as applicable, power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus Offering Memorandum and, in the case of the CompanyCompany and the Guarantors, to enter into and perform its obligations under this Agreement. Each each of the Transaction Documents to which it is a party, and the Company and each subsidiary is duly qualified as a foreign corporation (corporation, limited partnership or such other form of entity limited liability company, as its name may indicate) applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where to the extent that the failure to be so qualify qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interestall liens, mortgageequities, pledgeencumbrances or claims, lien, encumbrance or claimexcept as disclosed in the Offering Memorandum.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized formed, as the case may be, and is validly existing as a corporation, corporation or limited liability company, limited partnership or such other form of entity as its name the case may indicatebe, in good standing under the laws of the jurisdiction of its incorporation or organization formation and has full power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity limited liability company, as its name the case may indicate) be, to transact business and is in good standing in the State of California and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of California) where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership membership interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the The Company and its subsidiaries has been duly incorporated or organized and is validly existing as a corporation, corporation or limited liability company, limited partnership or such other form of entity as its name may indicate, company in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent the concept of good standing is applicable in the relevant jurisdiction) and has full requisite power and authority to own or leaseown, as the case may be, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations (to the extent it is party thereto) under each of this AgreementAgreement and the Securities. Each of the Company and each subsidiary its subsidiaries is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have has been duly authorized and validly issued, are is fully paid and nonassessable and are is owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance or claim, except for liens and encumbrances pursuant to the Credit Agreement (as defined below).

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or organized and is validly existing as a corporation, limited liability company, limited partnership or such other form of entity as its name may indicate, corporation in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, effect on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and and, other than in conjunction with the Company’s revolving credit agreement, are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Registration Statement.

Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporationcorporation and, limited liability companyin jurisdictions in which such concept is applicable, limited partnership or such other form of entity as its name may indicate, is in good standing under the laws of the jurisdiction of its incorporation or organization and has full corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary Significant Subsidiary is duly qualified as a foreign corporation (or such other form of entity as its name may indicate) to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a material adverse effect, on the condition, financial or otherwise, or on the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”)Change. All of the issued and outstanding shares of capital stock or other ownership interests of each subsidiary Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.