Organization and Qualifications; Subsidiaries. Each of DOCP, each DOCP subsidiary and each other person in which DOCP has an investment of greater than $1,000,000 (each, a "DOCP Subsidiary") is a corporation, partnership or other legal entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a material adverse effect on the business, results of operations, financial condition, assets, properties or prospects of DOCP and the DOCP Subsidiaries, taken as a whole, or otherwise delay in any material respect or prevent consummation of the Offer or the Merger or otherwise prevent DOCP from performing its obligations under this Agreement in any material respect (any such event, a "DOCP Material Adverse Effect"). DOCP and each DOCP Subsidiary is duly qualified or licensed as a foreign corporation to transact business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that could not reasonably be expected to, individually or in the aggregate, have a DOCP Material Adverse Effect. Section 3.1 of the written disclosure schedule previously delivered by DOCP to Buyer (the "DOCP Disclosure Schedule") sets forth a complete and correct list of all DOCP Subsidiaries. Except for the capital stock of the DOCP Subsidiaries, DOCP does not beneficially or of record own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Delaware Otsego Corp), Execution Copy (Delaware Otsego Corp), Agreement and Plan of Merger (Norfolk Southern Corp)
