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 Province of New Brunswick 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 Subsidiaries (defined as any entity in which the Company, directly or indirectly, owns 25% or more of the capital stock or other equity or similar interest) other than the Subsidiaries listed on Schedule 2.1(a) attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Each of 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. In this Agreement, "Material Adverse Effect" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiaries and which is (either alone or together with all other adverse effects) material to the Company and its Subsidiaries taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Debentures, the Warrants, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS"), 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 Province State of New Brunswick 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 Subsidiaries (defined as any entity in which the Company, directly or indirectly, owns 25% or more of the capital stock or other equity or similar interest) Subsidiary other than StemCells California, Inc. (the Subsidiaries listed on Schedule 2.1(a) attached hereto"SUBSIDIARY"). The Subsidiary is duly organized, and validly existing and in good standing under the laws of its jurisdiction of formation. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries Subsidiary shall be deemed to refer to all direct and indirect subsidiaries the Subsidiary of the Company. Each of the 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. In this Agreement, "Material Adverse EffectMATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiaries and Subsidiary, which is (either alone or together with all other adverse effects) material to the Company and its Subsidiaries Subsidiary, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the DebenturesCertificate, the Warrants, Warrants and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS")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 Province State of New Brunswick 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 Subsidiaries any direct or indirect subsidiaries (defined as any entity in of which the CompanyCompany owns, directly or indirectly, owns 2550% or more of the capital stock or other equity or similar interestvoting power) other than the Subsidiaries subsidiaries listed on Schedule 2.1(a) attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Each of Except where specifically indicated to the contrary, all references in this Article 2 to the Company shall be deemed to refer to the Company and its Subsidiaries is consolidated subsidiaries. The Company and its subsidiaries are duly qualified as a foreign corporation corporations 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. In this Agreement, "Material Adverse Effect" means any adverse effect on the business, operations, properties, prospects properties or financial condition of the Company and its Subsidiaries entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to the Company and its Subsidiaries taken as a wholesuch entity, and any material adverse effect on the transactions contemplated under this Agreement, the Debentures, the Warrants, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS"), 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 Province State of New Brunswick 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 Subsidiaries any direct or indirect subsidiaries (defined as any entity in of which the CompanyCompany owns, directly or indirectly, owns 2550% or more of the capital stock or other equity or similar interestvoting power) other than the Subsidiaries subsidiaries listed on Schedule SCHEDULE 2.1(a) attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to 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 2 to the Company shall be deemed to refer to the Company and its consolidated subsidiaries. Each of the Company and its Subsidiaries 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. In this Agreement, "Material Adverse EffectMATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects properties or financial condition of the Company and its Subsidiaries entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiaries 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 Debentures, the Warrants, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS"), 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 Province State of New Brunswick 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 Subsidiaries (defined as any entity in which the Company, directly or indirectly, owns 25% or more of the capital stock or other equity or similar interest) Subsidiary other than StemCells California, Inc. (the Subsidiaries listed on Schedule 2.1(a) attached hereto"SUBSIDIARY". The Subsidiary is duly organized, and validly existing and in good standing under the laws of its jurisdiction of formation. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries Subsidiary shall be deemed to refer to all direct and indirect subsidiaries the Subsidiary of the Company. Each of the 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. In this Agreement, "Material Adverse EffectMATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects or financial condition of the Company and its Subsidiaries and Subsidiary, which is (either alone or together with all other adverse effects) material to the Company and its Subsidiaries Subsidiary, taken as a whole, and any material adverse effect on the transactions contemplated under this Agreement, the Debentures, the WarrantsCertificate, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS")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 Province State of New Brunswick 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 Subsidiaries any direct or indirect subsidiaries (defined as any entity in of which the CompanyCompany owns, directly or indirectly, owns 2550% or more of the capital stock or other equity or similar interestvoting power) other than the Subsidiaries subsidiaries listed on Schedule SCHEDULE 2.1(a) attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Each of the Company and its Subsidiaries 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. In this Agreement, "Material Adverse EffectMATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects properties or financial condition of the Company and its Subsidiaries entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiaries 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 Debentures, the Warrants, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS"), 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 Province State of New Brunswick Nevada 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 Subsidiaries any direct or indirect subsidiaries (defined as any entity in of which the CompanyCompany owns, directly or indirectly, owns 2550% or more of the capital stock or other equity or similar interestvoting power) other than the Subsidiaries subsidiaries listed on Schedule SCHEDULE 2.1(a) attached hereto. Except where specifically indicated to the contrary, all references in this Agreement to subsidiaries shall be deemed to refer to all direct and indirect subsidiaries of the Company. Each of the Company and its Subsidiaries 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. In this Agreement, "Material Adverse EffectMATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, properties, prospects properties or financial condition of the Company and its Subsidiaries entity with respect to which such term is used and which is (either alone or together with all other adverse effects) material to the Company such entity and its Subsidiaries 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 Debentures, the Warrants, and the Registration Rights Agreement (the "TRANSACTION DOCUMENTS"), Transaction Documents or any other agreement or document contemplated hereby or thereby.