Organization of Acquiror. (a) Acquiror and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted and as proposed to be conducted; and is duly qualified or licensed 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 activities makes such qualification or licensing necessary, except where the failure to be so qualified would not have a Material Adverse Effect (as defined below) on Acquiror.
(b) Acquiror has delivered to Target a true and complete list of all of Acquiror's subsidiaries, indicating the jurisdiction of incorporation of each subsidiary and Acquiror's equity interest therein.
(c) Acquiror has delivered or made available to Target a true and correct copy of the Certificate of Incorporation and Bylaws of Acquiror and similar governing instruments of each of its subsidiaries, each as amended to date, and each such instrument is in full force and effect. Neither Acquiror nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or Bylaws or equivalent governing instruments.
(d) When used in connection with Acquiror, the term "MATERIAL ADVERSE EFFECT" means, for purposes of this Agreement, any change, event or effect that is materially adverse to the business, assets (including intangible assets), financial condition or results of operations of Acquiror and its subsidiaries taken as a whole, except (i) that a change in the market price of the Acquiror Common Stock shall not, in and of itself, be deemed a Material Adverse Effect with respect to Acquiror, and (ii) that a "Material Adverse Effect" with respect to Acquiror shall not include any adverse effect (i) on the bookings, revenues, gross margins or earnings of Acquiror (or the direct consequences thereof) following the date of this Agreement which is attributable to a delay of, reduction or cancellation or change in the terms of product orders by customers of Acquiror or (ii) due to employee attrition of Acquiror, where Acquiror sustains the burden of reasonably demonstrating that any such delay, reduction, cancellation, change or attrition is primarily attributable to the transactions contemplated by this Agreement or the pendency or announcem...
Organization of Acquiror. Acquiror is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada with full power and authority to own and lease its properties and assets and conduct its business as it is presently being conducted. Acquiror is duly qualified to do business and is in good standing in each jurisdiction in which its right, title and interest in or to any of the assets held by it, or the conduct of its business, requires such qualification except where failure to be so qualified or in good standing, would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), liabilities, operations or results of operations of Acquiror.
Organization of Acquiror. Acquiror is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation with requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted therein, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would have Material Adverse Effect on Acquiror.
