Common use of Organization and Qualification; Material Adverse Effect Clause in Contracts

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary other than StemCells California, Inc. (the "SUBSIDIARY"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary shall be deemed to refer to the Subsidiary of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiary, which is (either alone or together with all other adverse effects) material to the Company and its Subsidiary, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary other than StemCells Californiadirect or indirect subsidiaries (defined as any entity of which the Company owns, Inc. (directly or indirectly, 50% or more of the "SUBSIDIARY"equity or voting power). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Except where specifically indicated to the contrary, all references in this Article II to the Company shall be deemed to refer to the Subsidiary Company and its consolidated subsidiaries. Each of the Company. The Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, propertiesprospects, prospects properties or condition (financial condition or otherwise) of the Company entity with respect to which such term is used and its Subsidiary, which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiary, other entities controlling or controlled by such entity taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, Agreement or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on the SEC Documents (the as defined below) ("SUBSIDIARYSubsidiaries"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate Agreement and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company owns 100% of the outstanding capital stock of each of Durham & Company, a Utah corporation, Disc Publishing Inc., a Utah corporation, and skymall.com, inc. a Nevada corporation (collectively, the "Subsidiarxxx"). Xxx Company does not have any other direct or indirect subsidiaries. Each of the Company and its Subsidiaries is a corporation duly incorporated and validly existing and in good standing under the laws of its respective jurisdiction of incorporation and the State of Delaware Company and has the Subsidiaries each have the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary other than StemCells California, Inc. (the "SUBSIDIARY"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary shall be deemed to refer to the Subsidiary Each of the Company. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, properties, prospects prospects, or financial condition of the Company entity with respect to which such term is used and its Subsidiary, which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiaryother entities controlling or controlled by such entity, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, Agreement or any other agreement or document contemplated hereby or therebyhereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on Schedule 2.1(a) attached hereto (the "SUBSIDIARYSubsidiaries"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware Colorado and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on Schedule 2.1(a) attached hereto (the "SUBSIDIARYSUBSIDIARIES"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate Certificate, the Warrants and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on SCHEDULE 2.1(a) attached hereto (the "SUBSIDIARYSUBSIDIARIES"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on Schedule 2.1(a) attached hereto (the "SUBSIDIARYSUBSIDIARIES"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect EXHIBIT 10.1 on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary subsidiaries other than StemCells California, Inc. the subsidiaries listed on Schedule 2.1(a) attached hereto (the "SUBSIDIARYSubsidiaries"). Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiarysubsidiaries, if any, and which is (either alone or together with all other adverse effects) material to the Company and its SubsidiarySubsidiaries, if any, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate Debentures, the Warrants and the Registration Rights Agreement, or any other agreement or document contemplated hereby or thereby.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company does not have any Subsidiary direct or indirect subsidiaries other than StemCells California, Inc. (the "SUBSIDIARY")subsidiaries listed on Schedule 2.1 attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to Subsidiary subsidiaries shall be deemed to refer to the Subsidiary all direct and indirect subsidiaries of the Company. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects prospects, or financial condition of the Company entity with respect to which such term is used and its Subsidiary, which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiary, other entities controlling or controlled by such entity taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Certificate and the Registration Rights Agreement, Agreement or any other agreement or document contemplated hereby or thereby.