Common use of Organization and Qualification; Charter Documents Clause in Contracts

Organization and Qualification; Charter Documents. (a) Part 2.1(a) of the Albireo Disclosure Schedule identifies each Subsidiary of Albireo and indicates its jurisdiction of organization. None of the Albireo Companies own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Albireo Disclosure Schedule. None of the Albireo Companies 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. (b) Each of the Albireo Companies is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power and authority would not, individually or in the aggregate, have an Albireo Material Adverse Effect. (c) Each of the Albireo Companies (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo Material Adverse Effect. (d) Albireo has made available to Company accurate and complete copies of: (a) the Organizational Documents of each Albireo Company, including all amendments thereto; (b) the stock records of each Albireo Company; and (c) 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 Albireo Company, the board of directors of each Albireo Company and all committees of the board of directors of each Albireo Company. The books of account, stock records, minute books and other records of the Albireo Companies are accurate, current and complete in all material respects.

Organization and Qualification; Charter Documents. (a) Part 2.1(a) of the Albireo Company Disclosure Schedule identifies each Subsidiary of Albireo Company and indicates its jurisdiction of organization. None Neither Company nor any of the Albireo Companies own Entities identified in Part 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Albireo Company Disclosure Schedule. None of the Albireo Acquired Companies 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. (b) Each of the Albireo Acquired Companies is a corporation duly organized and organized, validly existing and, in jurisdictions that recognize the concept, is in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power and authority would not, individually or in the aggregate, have an Albireo Material Adverse Effect. (c) Each of the Albireo Acquired Companies (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (d) Albireo Company has made available to Company Parent accurate and complete copies of: (a) the Organizational Documents certificate of incorporation, bylaws and other charter and organizational documents of each Albireo Acquired Company, including all amendments thereto; (b) the stock records of each Albireo Acquired Company; and (c) 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 Albireo Acquired Company, the board of directors of each Albireo Acquired Company and all committees of the board of directors of each Albireo Acquired Company. The books of account, stock records, minute books and other records of the Albireo Acquired Companies are accurate, current up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

Organization and Qualification; Charter Documents. (a) Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule identifies each Subsidiary of Albireo Company and indicates its jurisdiction of organization. None of the Albireo Companies own No Acquiring Company owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule. None of the Albireo Acquiring Companies 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. (b) Each of the Albireo Acquiring Companies is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power be so qualified and authority in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (c) Each of the Albireo Acquiring Companies (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (d) Albireo Company has made available to Company Albireo accurate and complete copies of: (a) the Organizational Documents of each Albireo Acquiring Company, including all amendments thereto; (b) the stock records of each Albireo Acquiring Company; and (c) 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 Albireo Acquiring Company, the board of directors of each Albireo Acquiring Company and all committees of the board of directors of each Albireo Acquiring Company. The books of account, stock records, minute books and other records of the Albireo Acquiring Companies are accurate, current and complete in all material respects. (e) The copies of the Company’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (333-140504) filed on February 7, 2007), as amended by the Certificate of Designation of Series A Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.6 to the Registrant's Current Report on Form 8-K filed on May 19, 2011), as amended by the Certificate of Amendment to Company’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 11, 2012), as amended by the Certificate of Designation of Series B Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.8 to the Registrant's Current Report on Form 8-K filed on June 27, 2012), as amended by the Certificate of Amendment of the Company's Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.5 to the Registrant's Annual Report on Form 10-K filed on December 21, 2012), as amended by the Certificate of Amendment of Company’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 18, 2015) and Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1, Amendment No. 1 (333-140504), filed on May 10, 2007) are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.

Organization and Qualification; Charter Documents. (a) Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule identifies each Subsidiary of Albireo Company and indicates its jurisdiction of organization. None of the Albireo Companies own No Acquiring Company owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule. None of the Albireo Acquiring Companies 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. (b) Each of the Albireo Acquiring Companies is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power be so qualified and authority in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (c) Each of the Albireo Acquiring Companies (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (d) Albireo Company has made available to Company Albireo accurate and complete copies of: (a) the Organizational Documents of each Albireo Acquiring Company, including all amendments thereto; (b) the stock records of each Albireo Acquiring Company; and (c) 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 Albireo Acquiring Company, the board of directors of each Albireo Acquiring Company and all committees of the board of directors of each Albireo Acquiring Company. The books of account, stock records, minute books and other records of the Albireo Acquiring Companies are accurate, current and complete in all material respects. (e) The copies of the Company’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (333-140504) filed on February 7, 2007), as amended by the Certificate of Designation of Series A Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed on May 19, 2011), as amended by the Certificate of Amendment to Company’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 11, 2012), as amended by the Certificate of Designation of Series B Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 4.8 to the Registrant’s Current Report on Form 8-K filed on June 27, 2012), as amended by the Certificate of Amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed on December 21, 2012), as amended by the Certificate of Amendment of Company’s Second Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 18, 2015) and Company’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-1, Amendment No. 1 (333-140504), filed on May 10, 2007) are complete and correct copies of such documents and contain all amendments thereto as in effect on the Original Agreement Date.

Organization and Qualification; Charter Documents. (a) Part 2.1(a3.1(a) of the Albireo BLBX Disclosure Schedule identifies each Subsidiary of Albireo BLBX and indicates its jurisdiction of organization. None of the Albireo Companies own No BLBX Company owns any capital stock of, or any equity interest of any nature in, any other Entity, other than (1) the Entities identified in Part 2.1(a3.1(a) of the Albireo BLBX Disclosure ScheduleSchedule and (2) 4,086 Evtec Ordinary Shares which are held by BLBX. None Notwithstanding the foregoing, the parties acknowledge that BLBX shall incorporate Blackbox Operating as a wholly owned subsidiary subsequent to the execution of the Albireo Companies has agreed or is obligated this Agreement and prior 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 EntityClosing. (b) Each of the Albireo Companies BLBX Company is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power be so qualified and authority in good standing would not, individually or in the aggregate, have an Albireo a BLBX Material Adverse Effect. The Organizational Documents of each BLBX Company, copies of which have previously been, or in the case of Blackbox Operating will be, made available to Evtec, are true, correct and complete copies of such documents as currently in effect, and no BLBX Company is in violation of any provision thereof in any material respect. (c) Each BLBX Company is, or in the case of the Albireo Companies (in jurisdictions that recognize the following concepts) is Blackbox Operating will be, qualified to do business as a foreign corporationbusiness, and is is, or in the case of Blackbox Operating will be, in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a BLBX Material Adverse Effect. (d) Albireo has made available to Company accurate and complete copies of: (a) the Organizational Documents of each Albireo Company, including all amendments thereto; (b) the stock records of each Albireo Company; and (c) 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 Albireo Company, the board of directors of each Albireo Company and all committees of the board of directors of each Albireo Company. The books of account, stock records, minute books and other records of the Albireo Companies are accurate, current and complete in all material respects.

Organization and Qualification; Charter Documents. (a) Part 2.1(a) of the Albireo Disclosure Schedule identifies each Subsidiary of Albireo and indicates its jurisdiction of organization. None of the Albireo Companies IFP does not own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Albireo Disclosure Schedule. None of the Albireo Companies IFP has not agreed or is not obligated to make, or is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other natural person or Entity. (b) Each of the Albireo Companies IFP is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo IFP Material Contracts by which it is bound, except where the failure to have such corporate power and authority would not, individually or in the aggregate, have an Albireo Material Adverse Effect. (c) Each of the Albireo Companies IFP (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo IFP Material Adverse Effect. (d) Albireo IFP has made available to Company accurate and complete copies of: (ai) the Organizational Documents of each Albireo CompanyIFP, including all amendments amendments, modifications, supplements and joinders thereto; (bii) the all stock and other equity-related records of each Albireo CompanyIFP; and (ciii) the all 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 Albireo CompanyIFP, the board of directors of each Albireo Company IFP and all committees of the board of directors of each Albireo CompanyIFP for the six years prior to the date of this Agreement. The books of account, stock records, minute books and other records of the Albireo Companies IFP, whether or not made available to Company, are accurate, current and complete in all material respects. (e) The copies of IFP’s Articles of Association and other Organizational Documents are disclosed in Part 2.1(e) of the IFP Disclosure Schedule.

Organization and Qualification; Charter Documents. (a) Part 2.1(a) of the Albireo Contributor Disclosure Schedule identifies each Subsidiary of Albireo CHB Company and indicates its jurisdiction of organization. None of the Albireo Companies own No CHB Company owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Albireo Contributor Disclosure Schedule. None of the Albireo CHB Companies 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. (b) Each of the Albireo CHB Companies is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation organization and has all necessary corporate organizational power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo CHB Contracts by which it is bound, except where the failure to have such corporate organizational power and authority would not, individually or in the aggregate, have an Albireo a CHB Material Adverse Effect. (c) Each of the Albireo CHB Companies (in jurisdictions that recognize the following concepts) 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, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a CHB Material Adverse Effect. (d) Albireo Contributor has made available to Company accurate and complete copies of: (ai) the Organizational Documents of each Albireo CHB Company, including all amendments thereto; (bii) the stock records of each Albireo CHB Company; and (ciii) 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 members or stockholders, as applicable, of each Albireo CHB Company, the board of directors or managers, as applicable, of each Albireo CHB Company and all committees of the board of directors or managers of each Albireo CHB Company. The books of account, stock records, minute books and other records of the Albireo CHB Companies are accurate, current and complete in all material respects.

Organization and Qualification; Charter Documents. (a) Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule identifies each Subsidiary of Albireo Company and indicates its jurisdiction of organization. None of the Albireo Companies own No Acquiring Company owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified expressly listed in Part 2.1(a3.1(a) of the Albireo Company Disclosure Schedule. None of the Albireo Acquiring Companies 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 natural person or Entity. (b) Each of the Albireo Acquiring Companies is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its businesses business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Albireo Contracts by which it is bound, except where the failure to have such corporate power and authority would not, individually or in the aggregate, have an Albireo Material Adverse Effect. (c) Each of the Albireo Acquiring Companies (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, standing under the laws of all jurisdictions where the nature of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have an Albireo a Company Material Adverse Effect. (d) Albireo Company has made available to Company IFP accurate and complete copies of: (ai) the Organizational Documents of each Albireo Acquiring Company, including all amendments amendments, modifications, supplements and joinders thereto; (bii) the all stock and other equity-related records of each Albireo Acquiring Company; and (ciii) the all 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 Albireo Acquiring Company, the board of directors of each Albireo Acquiring Company and all committees of the board of directors of each Albireo Acquiring Company. The books of account, stock records, minute books and other records of the Albireo Companies Acquiring Companies, whether or not made available to IFP, are accurate, current and complete in all material respects. (e) The copies of Company’s Certificate of Incorporation and Bylaws disclosed in Part 3.1(e) of the Company Disclosure Schedule are complete and correct copies of such documents and contain all amendments thereto as in effect on the date of this Agreement.