Organization, Good Standing and Qualification; Subsidiaries. Parent has been duly organized and is validly existing and in good standing under the laws of the State of Delaware. Parent has the requisite corporate power and authority necessary to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, have a Parent Material Adverse Effect. Each subsidiary of Parent (including Merger Sub) (each, a “Parent Subsidiary,” and collectively, the “Parent Subsidiaries”) has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate power and authority 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 and authority would not, individually or in the aggregate, have a Parent Material Adverse Effect. The Parent and each Parent Subsidiary is duly qualified or licensed as a foreign corporation, limited liability company or limited partnership to do 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 would not, individually or in the aggregate, have a Parent Material Adverse Effect. A true and complete list of all the Parent Subsidiaries as of the date of this Agreement, together with the jurisdiction of incorporation or formation of each Parent Subsidiary and the percentage of the outstanding capital stock or other equity interest of each Parent Subsidiary owned by Parent and each other Parent Subsidiary as of such date, is set forth in Schedule 4.1. Except as set forth in Schedule 4.1, as of the date of this Agreement, Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. The term “Parent Material Subsidiaries” means those subsidiaries indicated as material on Schedule 4.1 (each, a “Parent Material Subsidiary”). No Parent Subsidiary, except for the Parent Material Subsidiaries, would constitute a “significant subsid...
Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Comet Parties is a legal entity duly organized, validly existing and, to the extent such concept exists in the relevant jurisdiction, in good standing under the laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect, (i) each of the Comet Parties’ Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and (ii) each of the Comet Parties and its Subsidiaries has all requisite corporate or similar power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted. Each of the Comet Parties and its Subsidiaries is, to the extent such concepts or similar concepts exist in the relevant jurisdiction, duly qualified to do business and in good standing under the laws of any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or in good standing does not and would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect or to prevent, materially delay or materially impair the ability of Comet to perform its obligations under this Agreement or to consummate the Combination.
Organization, Good Standing and Qualification; Subsidiaries. (i) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to be qualified, in good standing or to have such power or authority, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect (as defined below).
Organization, Good Standing and Qualification; Subsidiaries. Each of the Company and its Subsidiaries is a corporation or a company limited by shares, as applicable duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it is now conducting its business and in which the failure to be in good standing or qualified to do business as a foreign corporation would reasonably be expected to have a Material Adverse Effect. The Company’s Subsidiaries are listed on Schedule 5.1 hereto. Except for the Company’s Subsidiaries listed on Schedule 5.1 hereto, the Company does not directly or indirectly control or own any Equity Interest in any other corporation, partnership, or other entity nor is the Company or any of its Subsidiaries party to a Joint Venture.
Organization, Good Standing and Qualification; Subsidiaries. (a) The Company is a corporation duly incorporated under the laws of the State of Delaware. Each of the Subsidiaries of the Company is a legal entity duly organized under the Laws of its jurisdiction of organization. Each of the Company and its Subsidiaries is validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where any such failure to have such power and authority or to be so organized, qualified, in good standing or to have such power or authority, individually or in the aggregate, would not result in a Company Material Adverse Effect (as defined below).
Organization, Good Standing and Qualification; Subsidiaries. Each of the Company and each of its Subsidiaries is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its business as presently conducted and is duly qualified to do business and is in good standing in each jurisdiction where the ownership, lease or operation of its properties of its business requires such qualification, except where the lack of such qualification, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has made available to Parent a true, complete and correct copy of the Company's Restated Certificate and Restated Bylaws, and each of its Subsidiaries' certificates of incorporation and bylaws (or comparable organizational documents), each as amended to date. The Company's Restated Certificate and Restated Bylaws and its Subsidiaries' certificates of incorporation and bylaws (or comparable organizational documents) so delivered are in full force and effect. Section 4.01 of the Company Disclosure Letter sets forth a list of each Subsidiary of the Company.
Organization, Good Standing and Qualification; Subsidiaries. (a) The Company is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification or licensing, except where the failure to be so organized, qualified, licensed or in good standing, or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company’s certificate of incorporation and bylaws, each as amended as of the date of this Agreement, and each as so delivered is in full force and effect. The Company is not in material violation of any provisions of its respective certificate of incorporation, bylaws or other similar governing documents. Section 4.1(a) of the Company Disclosure Schedule contains a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. For purposes of this Agreement, the term “
Organization, Good Standing and Qualification; Subsidiaries. (a) Each of the Company and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction of its incorporation or organization and has all requisite corporate or other power and authority to own, lease and operate its properties and assets and to carry on its businesses as now being conducted and is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing (with respect to jurisdictions that recognize the concept of good standing) or to have such power or authority, does not have, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its organizational or governing documents, except for such violations that do not have, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore delivered or made available to Parent accurate and complete copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries.
Organization, Good Standing and Qualification; Subsidiaries. (a) The Company is an entity duly organized and validly existing under the Laws of its jurisdiction of organization. Each of the Company’s Subsidiaries is an entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its respective jurisdiction of organization, except where the failure to be so organized, existing and in good standing, as applicable, has not resulted and is not reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect.
Organization, Good Standing and Qualification; Subsidiaries. The Company is a corporation organized, existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own and hold its properties and to conduct its business. The Company is licensed or qualified to do business, and in good standing, in each jurisdiction in which the nature of its business requires licensing, qualification or good standing, except for any failure to be so licensed or qualified or in good standing that would not have a material adverse effect on the Company or its business, properties, results of operations, assets, condition (financial or otherwise), or on its ability to perform its obligations under this Agreement (a "Material Adverse Effect"). The Company's subsidiaries are listed on Schedule 6.1 hereto.
