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 direct or indirect subsidiaries other than the subsidiaries listed in the Pre-Agreement SEC Documents (as defined below). 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. As applied to the Company "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, prospects, properties or condition (financial or otherwise) of the Company or such other entity with respect to which such term is used and which is material to the Company and its subsidiaries taken as a whole, and any material adverse effect on the transactions contemplated by, or the rights or remedies of the Company or obligations of the other parties under the, Transaction Documents taken together.

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 direct or indirect subsidiaries Subsidiaries other than the subsidiaries Subsidiaries listed in the Pre-Agreement SEC Documents (as defined belowin Section 2.9). 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. As applied to the Company "MATERIAL ADVERSE EFFECT" means any adverse effect on the business, operations, prospects, properties or condition (financial or otherwise) of the Company or such other entity with respect to which such term is used and which is material to the Company and its subsidiaries Subsidiaries taken as a whole, and any material adverse effect on the transactions contemplated by, or the rights or remedies of the Company or obligations of the other parties under theunder, the Transaction Documents taken together.

Organization and Qualification; Material Adverse Effect. The Company is a corporation duly incorporated organized 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 direct or indirect subsidiaries other than (defined as any entity of which the subsidiaries listed in Company owns, directly or indirectly, 50% or more of the Pre-Agreement SEC Documents (as defined belowequity or voting power). Each of the The Company and its subsidiaries is duly qualified as a foreign corporation to do transact business and is in good standing as a foreign corporation in every each 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. As applied to the Company "MATERIAL ADVERSE EFFECTMaterial Adverse Effect" means any adverse effect on the business, operations, prospects, properties or condition (financial or otherwise) of the Company or such other 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 by, or any of the rights or remedies of the Company Purchasers or obligations of the Company contemplated under this Agreement, the Registration Rights Agreement or any other parties under the, Transaction Documents taken togetheragreement or document contemplated hereby or thereby.