ORGANIZATION OF DESKTOP. Desktop and each of its material 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 to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Desktop. Desktop has delivered to Individual a true and complete list of all of Desktop's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and Desktop's equity interest therein. Desktop has delivered or made available a true and correct copy of the Certificate of Incorporation and Bylaws of Desktop and similar governing instruments of its material subsidiaries, each as amended to date, to counsel for Individual.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Desktop Data Inc), Agreement and Plan of Merger and Reorganization (Individual Inc), Agreement and Plan of Merger and Reorganization (Individual Inc)
