Organization of the Companies; Capitalization. Each of the Companies is duly organized and validly existing under the laws of its state of organization, and the Companies collectively have all requisite power and authority to own, lease and operate its assets and to carry on the Business as now being conducted. Each of the Companies is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, be reasonably likely to (x) have a Company Material Adverse Effect or (y) materially impair or materially delay the Closing. All of the Equity Interests are duly authorized, validly issued, fully paid and nonassessable and were issued in compliance with all applicable Laws. No Person has any rights in, or rights to acquire from any Company, any other equity related interests of such Company or any other securities convertible into, or exercisable or exchangeable for, equity interests of such Company. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of any of the Companies and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to any of the Companies.
Organization of the Companies; Capitalization. (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, operate and lease its properties and assets, to carry on the Business and to execute this Agreement and to perform the transactions contemplated herein. Target has qualified as a foreign corporation and is in good standing under the laws of all jurisdictions where the nature of the Business or the nature and location of its assets requires such qualification except where the absence of such qualification would not have a material adverse effect on the business, financial condition or operations of Target, all as set forth in Schedule 4.1(a). Except for BSI and BSUK, Target does not have any subsidiary or any other equity interest or investment in any Person.
(b) BSI is a corporation duly organized and validly existing under the laws of the State of Israel, with all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as is currently conducted. Neither the nature of the Business nor the nature and location of its assets requires BSI to qualify as a foreign corporation under the laws of any jurisdictions other than those where the absence of such qualification would not have a material adverse effect on the business, financial condition or operations of BSI. BSI does not have any subsidiary or any other equity interest or investment in any Person. The authorized capital stock of BSI consists of 100,000 shares of Ordinary Shares, NIS1.00 par value, of which there are 100 shares issued and outstanding. Target is the record and beneficial owner and holder of all of the issued and outstanding capital stock of BSI, free and clear of all Liens, there are no other outstanding shares of capital stock or voting securities, and no outstanding commitments to issue any shares of capital stock or voting securities, of BSI and there are no other options, warrants, calls, rights, commitments or agreements of any character to which any Company is a party or by which any Company is bound obligating any Company to, after the date hereof, issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of BSI or obligating BSI to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such optio...
Organization of the Companies; Capitalization. (a) Each of the Companies and their Subsidiaries is duly organized and validly existing under the laws of its state of organization, and has all requisite power and authority to own, lease and operate its assets and to carry on the Business as now being conducted. The Companies have no Subsidiaries other than those listed in Section 6.01 of the Company Disclosure Letter. Each of the Companies and their Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, and the State of each such qualification is set forth on Section 6.01(a) of the Company Disclosure Letter.
(b) Section 6.01(b) of the Company Disclosure Letter lists every state or foreign jurisdiction in which any of the Companies or their Subsidiaries has facilities, maintains an office, owns any material tangible assets or has any employees.
(c) All of the membership interests and capital stock of the Companies and each of their Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and were issued in compliance with all applicable Laws. All of the membership interests and capital stock of the Companies and each of their Subsidiaries are directly (in the case of the Companies) or indirectly (in the case of the Companies’ Subsidiaries) owned beneficially and of record by Seller. No Person has any rights in, or rights to acquire from any of the Companies or any of their Subsidiaries, any other equity related interests of the Companies or such Subsidiaries or any other securities convertible into, or exercisable or exchangeable for, equity interests of the Companies or such Subsidiaries. There are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any equity or voting interests of the Companies or any of their Subsidiaries and there are no “phantom stock” rights, stock appreciation rights or other similar rights with respect to the Companies or such Subsidiaries.
(d) Neither of the Companies nor any of their Subsidiaries is under any contractual obligation to register under the Securities Act of 1933, as amended, any membership interest or any other securities of the Companies or any of their Subsidiaries.
(e) Neither of the Companies has since the date of its organization repurchased, rede...
Organization of the Companies; Capitalization. (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power and authority to own, operate and lease its properties and assets, to carry on its business as is currently conducted, and to execute this Agreement and to perform the transactions contemplated herein. Target has qualified as a foreign corporation and is in good standing under the laws of all jurisdictions where the nature of the Business or the nature and location of its assets requires such qualification except where the absence of such qualification would not have a Material Adverse Effect on Target, all as set forth in Schedule 4.1(a). Except for IC and Newco, Target does not have any subsidiary or any other equity interest or investment in any Person.
(b) IC is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, Canada, with all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its business as is currently conducted. IC has qualified as a foreign corporation and is in good standing under the laws of all jurisdictions where the nature of the Business or the nature and location of its assets requires such qualification except where the absence of such qualification would not have a material adverse effect on the business, financial condition or operations of IC, all as set forth in Schedule 4.1(b)-1. Other than Newco, IC does not have any subsidiary or any other equity interest or investment in any Person. The authorized capital stock of IC consists of an unlimited number of Class A common shares and an unlimited number of Class B special shares, of which there are 2,484,441 Class A common shares issued and outstanding and no Class B special shares issued and outstanding. Except as set forth in Schedule 4.1(b)-2, Target is the record and beneficial owner and holder of all of the issued and outstanding capital stock of IC, free and clear of all Liens (other than restrictions on the transferability of securities arising under applicable laws), there are no other outstanding shares of capital stock or voting securities, and no outstanding commitments to issue any shares of capital stock or voting securities, of IC and there are no other options, warrants, calls, rights, commitments or agreements of any character to which either Company is a party or by which it is bound obligating eithe...
