Common use of Organization; Qualification; Subsidiaries Clause in Contracts

Organization; Qualification; Subsidiaries. (a) LSG and each of its Subsidiaries is 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 to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect. LSG and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect. (b) Schedule 5.01(b) sets forth for each Subsidiary of LSG (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSG. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSG. Except for the Subsidiaries set forth in Schedule 5.01(b), neither LSG nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Organization; Qualification; Subsidiaries. 5.1.1 Continental is a corporation organized (ain accordance with all legal requirements applicable thereto, the non-compliance with which would have a Material Adverse Effect) LSG validly existing and in good standing under the laws of the State of Illinois and each of its Subsidiaries Newco and Acquisition is duly organizeda corporation organized (in accordance with all legal requirements applicable thereto, the non-compliance with which would have a Material Adverse Effect on the PR66 Insurance Business), validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws laws of the jurisdiction State of its organization Delaware. Each other affiliate of Continental listed on the signature pages hereto is a corporation organized (in accordance with all legal requirements applicable thereto, the non-compliance with which would have a Material Adverse Effect on the PR66 Insurance Business), validly existing and in good standing under the laws of the state of incorporation for such affiliate listed on the signature pages hereto. Each of Parent, Newco and Acquisition has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Acquisition and Newco were formed solely for the purpose of participating in the Merger and do not have, and will not have as of the Closing, any debts or other monetary Liabilities, except where any such failure for Liabilities of Newco expressly set forth herein (including, without limitation, liabilities for expenses related to be so organizedthe printing, existing mailing and distribution of the Proxy Statement/Prospectus) and except for indebtedness for borrowed money in the principal amount of $50,000,000, the proceeds of which as of the Closing Date shall have been contributed to the Insurance Subsidiaries. 5.1.2 Each of Parent (in connection with the PR66 Insurance Business), Newco and Acquisition is qualified or licensed and in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect. LSG and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, business in each jurisdiction where (including any foreign country) (which jurisdictions are set forth on Schedule 5.1.2) in which the character of its properties property owned, leased or operated by it or the nature of its activities the business conducted by it makes such qualification or licensing necessary, except for any such where the failure to be so qualified or licensed or and in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG a Material Adverse EffectEffect on the PR66 Insurance Business of Parent or Newco. (b) Schedule 5.01(b) sets forth for each Subsidiary of LSG (i) its name 5.1.3 Parent has heretofore furnished to the Company complete and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names correct copies of the holders thereof, Certificate of Incorporation and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rightsBy-Laws, or other Contracts equivalent organizational documents, as amended, for Parent, Newco and Acquisition. Such organizational documents are applicable to or commitments that could require any binding upon Parent, Newco and Acquisition, as the case may be. None of LSG and its Subsidiaries to sellParent, transfer, Newco or otherwise dispose of any capital stock Acquisition are in violation of any of its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any the provisions of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSG. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSG. Except for the Subsidiaries set forth in Schedule 5.01(b), neither LSG nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Personrespective organizational documents.

Organization; Qualification; Subsidiaries. (a) LSG Each Subject Company and each of its Subsidiaries is are legal entities duly organizedincorporated or formed, validly existing and in good standing (with respect to in those jurisdictions that recognize in which the concept of good standingstanding is applicable) under the Laws of the jurisdiction their respective jurisdictions of its organization incorporation or formation and has have all requisite corporate or similar organizational power and authority to own, lease and operate its their respective properties and to carry on its business their respective businesses as it is they are now being conducted, except where other than any such failure to be so organized, existing or in good standing or to have such power or authority matters that would not, individually or in the aggregate, reasonably be expected to have an LSG a Material Adverse EffectEffect on the Businesses. LSG Each Subject Company and each of its Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation and duly authorized to do businessbusiness in the jurisdictions set forth in Schedule 4.01 to the Seller's Disclosure Letter, and is in good standing, in each jurisdiction where which jurisdictions are the character of its only jurisdictions wherein the properties owned, owned or leased or operated by it or the nature of its activities makes conducted by it make such qualification or licensing necessary, except for other than any such failure to be so qualified or licensed or in good standing which that would not, individually or in the aggregate, not reasonably be expected to have an LSG a Material Adverse Effect. Effect on the Businesses. Schedule 4.01 to the Seller's Disclosure Letter sets forth a true and complete list of each Subject Company and its Subsidiaries, together with (a) a specification of the nature of the legal organization of each such Subject Company and Subsidiary, (b) Schedule 5.01(b) sets forth for each Subsidiary of LSG (i) its name and the jurisdiction of incorporation, (ii) the number of shares of authorized capital stock incorporation or other formation of each class such Subject Company and Subsidiary and the jurisdictions in which each such Subsidiary is qualified as a foreign corporation and (c) a description of its capital stock, the type of Equity Security (iiivoting or non-voting) and the number percentage of issued and all of such type of Equity Security outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares such Subsidiary held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSG. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG and its Subsidiaries controls directly or indirectly by a Subject Company. No Subject Company, directly or has indirectly, owns any direct stock of, or indirect equity participation in any other interest in, any corporation, partnership, trust, or other business association which is not a Subsidiary entities, with the exception of LSG. Except for the each Subject Company and its Subsidiaries as set forth in Schedule 5.01(b), neither LSG nor any of its Subsidiaries owns or has any right 4.01 to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Personthe Seller's Disclosure Letter.

Organization; Qualification; Subsidiaries. (a) LSG and each of its Subsidiaries is 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 to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect. LSG and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect.Effect.‌ (b) Schedule 5.01(b) sets forth for each Subsidiary of LSG (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSG. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSG. Except for the Subsidiaries set forth in Schedule 5.01(b), neither LSG nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Organization; Qualification; Subsidiaries. (a) LSG Each of the Company and each of its the Company Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the its respective 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 it presently conducted. Each of the Company and the Company Subsidiaries is now being conductedqualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporation or other entity 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 the failure to be so organizedqualified, existing or or, where relevant, in good standing or standing, has not had and would not reasonably be expected to have such power or authority would nothave, individually or in the aggregate, reasonably be expected to have an LSG a Company Material Adverse Effect. LSG The Company has made available to Parent, prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of any provision of either of the Company Governing Documents. The Company has made available to Parent materially complete and accurate copies the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of its Subsidiaries is duly qualified or licensed to do businessthe Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), and is each as currently in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effecteffect. (b) Schedule 5.01(b) sets forth for each Subsidiary of LSG (i) its name and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG have been duly authorized and are validly issuedof, fully paidor other equity ownership interests, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription convertible or exchangeable securities, “phantom” stock rights, conversion stock appreciation rights, exchange profit participation rights, or other Contracts or commitments that could require any of LSG and its Subsidiaries to sellcontingent value rights, transferrestricted stock units, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, -based performance units or similar interests or rights with respect to any in, each Company Subsidiary of LSG. There have been validly issued and are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG fully paid and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSG. Except for the Subsidiaries set forth in Schedule 5.01(b), neither LSG nor any of its Subsidiaries owns or has any right to acquirenonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. Section 4.1(b) of the Company Disclosure Letter sets forth a true and correct structure chart showing each Company Subsidiary (including its direct and indirect owners and jurisdiction of organization or formation) and each Person in which the Company or any outstanding capital stock of, or other Company Subsidiary owns an equity interests in, any Personinterest.

Organization; Qualification; Subsidiaries. (a) LSG LED and each of its Subsidiaries is 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 company or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect. LSG LED and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect.Effect.‌ (b) Schedule 5.01(b4.01(b) sets forth for each Subsidiary of LSG LED (i) its name and jurisdiction of incorporationorganization, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG LED have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG LED and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG LED to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSGLED. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSGLED. None Schedule 4.01(b) also sets forth all interests of LSG LED and its Subsidiaries in Persons other than the Subsidiaries of LED (the “LED Investments”). LED and its Subsidiaries, as applicable, have good and valid title, free and clear of all Encumbrances, to the LED Investments. Except as set forth in Schedule 4.01(b), none of LED and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSGLED. Except for the Subsidiaries and other Persons set forth in Schedule 5.01(b4.01(b), neither LSG LED nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Organization; Qualification; Subsidiaries. (a) LSG LED and each of its Subsidiaries is 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 company or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect. LSG LED and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect. (b) Schedule 5.01(b4.01(b) sets forth for each Subsidiary of LSG LED (i) its name and jurisdiction of incorporationorganization, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG LED have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG LED and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG LED to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSGLED. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSGLED. None Schedule 4.01(b) also sets forth all interests of LSG LED and its Subsidiaries in Persons other than the Subsidiaries of LED (the "LED Investments"). LED and its Subsidiaries, as applicable, have good and valid title, free and clear of all Encumbrances, to the LED Investments. Except as set forth in Schedule 4.01(b), none of LED and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSGLED. Except for the Subsidiaries and other Persons set forth in Schedule 5.01(b4.01(b), neither LSG LED nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

Organization; Qualification; Subsidiaries. (a) LSG and each of its Subsidiaries The Company is a corporation duly organizedincorporated, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the Laws of the jurisdiction State of its organization California. NewCo is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of California. Each of the Company and NewCo has all requisite corporate or similar other power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conductedconducted and as it will be conducted through the Closing Date. Each of the Company and NewCo is duly qualified to transact business in each jurisdiction in which the ownership, leasing or holding of its properties or the conduct or nature of its business makes such qualification necessary, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG Material Adverse Effect. LSG and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to not have an LSG a Company Material Adverse Effect. (b) Schedule 5.01(bThe minute books of NewCo, the Company and each of its Subsidiaries contain records of all meetings and consents in lieu of meetings of the Board of Directors of NewCo, the Company or such Subsidiary, as applicable (and any committees thereof), similar governing bodies and stockholders (“Corporate Records”) since the respective dates of formation of such entities. The Corporate Records since December 31, 2005 have been made available to Parent, and such Corporate Records are true and complete in all material respects. (c) Section 3.1(c) of the Company Disclosure Statement sets forth for each Subsidiary of LSG (i) its name a complete and jurisdiction of incorporation, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock correct list of each Subsidiary of LSG the Company, along with the jurisdiction of organization and percentage of outstanding equity interests owned, directly or indirectly, by the Company or any such Subsidiary. Each Subsidiary of the Company is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of its jurisdiction of formation. Each Subsidiary of the Company has all requisite corporate or other power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted and is currently planned by the Company to be conducted. The Subsidiaries of the Company are duly qualified to transact business in each jurisdiction in which the conduct or nature of their respective businesses makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate have a Company Material Adverse Effect. (d) All Equity Securities of such Subsidiaries held by the Company have been duly and validly authorized and are validly issued, fully paidpaid and non-assessable and were not issued in violation of any preemptive or similar rights, and nonassessablepurchase option, call or right of first refusal or similar rights. LSG The Company owns, directly or one or more of its Subsidiaries holds of record and owns beneficially indirectly, all of the outstanding shares Equity Securities of each Subsidiary of LSGsuch Subsidiaries, free and clear of any Encumbrancesall Liens other than Permitted Liens. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of Except for its Subsidiaries or that could require any Subsidiary of LSG to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSG. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSG. None of LSG and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSG. Except for the Subsidiaries as set forth in Schedule 5.01(b)on Section 3.1(d) of the Company Disclosure Statement, neither LSG nor any of its Subsidiaries owns or has any right to acquirethe Company does not own, directly or indirectly, any outstanding capital stock ofownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other equity interests inagreement, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect, under which it may become obligated to make, any Personfuture investment in or capital contribution to any other entity. (e) The Company has made available to Parent a copy of each of the Organizational Documents of NewCo, the Company and each of its Subsidiaries, and each such copy is true, correct and complete, and each such instrument is in full force and effect. None of NewCo, the Company or any Subsidiary of the Company is in violation of any of the provisions of its Organizational Documents. (f) NewCo was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and, except as expressly set forth in Section 3.25 or Section 5.1 of the Company Disclosure Statement, will not engage in any business activities prior to the Effective Time.

Organization; Qualification; Subsidiaries. (a) LSG LED and each of its Subsidiaries is 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 company or similar power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where any such failure to be so organized, existing or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect. LSG LED and each of its Subsidiaries is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of its properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for any such failure to be so qualified or licensed or in good standing which would not, individually or in the aggregate, reasonably be expected to have an LSG LED Material Adverse Effect. (b) Schedule 5.01(b4.01(b) sets forth for each Subsidiary of LSG LED (i) its name and jurisdiction of incorporationorganization, (ii) the number of shares of authorized capital stock of each class of its capital stock, (iii) the number of issued and outstanding shares of each class of its capital stock, the names of the holders thereof, and the number of shares held by each such holder, and (iv) the number of shares of its capital stock held in treasury. All of the issued and outstanding shares of capital stock of each Subsidiary of LSG LED have been duly authorized and are validly issued, fully paid, and nonassessable. LSG or one or more of its Subsidiaries holds of record and owns beneficially all of the outstanding shares of each Subsidiary of LSG, free and clear of any Encumbrances. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require any of LSG LED and its Subsidiaries to sell, transfer, or otherwise dispose of any capital stock of any of its Subsidiaries or that could require any Subsidiary of LSG LED to issue, sell, or otherwise cause to become outstanding any of its own capital stock. There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Subsidiary of LSGLED. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of LSGLED. None Schedule 4.01(b) also sets forth all interests of LSG LED and its Subsidiaries in Persons other than the Subsidiaries of LED (the “LED Investments”). LED and its Subsidiaries, as applicable, have good and valid title, free and clear of all Encumbrances, to the LED Investments. Except as set forth in Schedule 4.01(b), none of LED and its Subsidiaries controls directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is not a Subsidiary of LSGLED. Except for the Subsidiaries and other Persons set forth in Schedule 5.01(b4.01(b), neither LSG LED nor any of its Subsidiaries owns or has any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.