Common use of Organization, Existence and Capital Stock Clause in Contracts

Organization, Existence and Capital Stock. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquiror has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquiror is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary, except where such failure to be qualified and in good standing, would not reasonably be expected to have a material adverse effect on the ability of Acquiror to consummate the transactions contemplated by this Agreement. (b) Acquisition Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conducted. Acquisition Subsidiary’s authorized capital consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which shares have been duly authorized and validly issued and registered in the name of a wholly-owned subsidiary of Acquiror and are fully paid and nonassessable. As of the date hereof, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating Acquisition Subsidiary to issue any additional shares of capital stock of Acquisition Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares.

Organization, Existence and Capital Stock. (a) Acquiror ACQUIROR is a corporation duly organized, organized and validly existing and is in good standing under the laws of the State of Delaware. Acquiror ACQUIROR has all necessary corporate power to own its properties and assets and to carry on its business as presently conductedconducted except as would not have a material adverse effect on ACQUIROR’s ability to consummate the transactions contemplated hereby. Acquiror ACQUIROR is duly qualified to do business and is in good standing in all jurisdictions in which the character of the property owned, leased or operated or the nature of the business transacted by it makes qualification necessary, necessary except where such failure to be qualified and in good standing, as would not reasonably be expected to have a material adverse effect on the ACQUIROR’s ability of Acquiror to consummate the transactions contemplated by this Agreementhereby. (b) Acquisition Subsidiary is a corporation duly organized, organized and validly existing and is in good standing under the laws of the State of Delaware and has all necessary corporate power to own its properties and assets and to carry on its business as presently conductedconducted except as would not have a material adverse effect on Acquisition Subsidiary’s ability to consummate the transactions contemplated hereby. Acquisition Subsidiary’s authorized capital consists of 1,000 shares of Common Stock, par value $0.01 per share, all of which shares have been duly authorized and validly issued and registered in the name of a wholly-owned subsidiary of Acquiror ACQUIROR and are fully paid and nonassessable. As of the date hereof, there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, commitments or any other agreements of any character obligating Acquisition Subsidiary to issue any additional shares of capital stock of Acquisition Subsidiary or any other securities convertible into or evidencing the right to subscribe for any such shares.