Common use of Organization; Reporting Company Status Clause in Contracts

Organization; Reporting Company Status. 1. Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse Effect"). 2. The Company has registered the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Common Stock is listed and traded on the Nasdaq Small Cap Market ("Nasdaq") and except as set forth on Schedule III B.2. hereto, the Company has not received any notice regarding, and to its knowledge there is no threat of, the termination or discontinuance of the eligibility of the Common Stock for such listing.

Organization; Reporting Company Status. 1. Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state or of jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse EffectMATERIAL ADVERSE EFFECT"). 2. The Company has registered the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"). The Common Stock is listed and traded on the Nasdaq Small Cap National Market ("NasdaqNASDAQ") and and, except as set forth on Schedule III B.2III.B.2. hereto, the Company has not received any notice regarding, and to its knowledge there is no threat of, the termination or discontinuance of the eligibility of the Common Stock for such listing.

Organization; Reporting Company Status. 1. Each of the Company and each of the Material Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state or of jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure to so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and the Material Subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse EffectMATERIAL ADVERSE EFFECT"). 2. The Company has registered the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"). The Common Stock is listed and traded on the Nasdaq Small Cap Market American Stock Exchange (the "NasdaqAMEX") and except as set forth on Schedule III B.2. hereto, the Company has not received any notice regarding, and to its knowledge there is no threat of, the termination or discontinuance of the eligibility of the Common Stock for such listing.

Organization; Reporting Company Status. 1. Each of the Company and the Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state or jurisdiction in which it is incorporated and is duly qualified as a foreign corporation in all jurisdictions in which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, prospects, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole or on the consummation of any of the transactions contemplated by this Agreement (a "Material Adverse EffectMATERIAL ADVERSE EFFECT"). 2. The Company has registered the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"). The Common Stock is listed and traded on the Nasdaq Small Cap SmallCap Market ("NasdaqNASDAQ") and except as set forth on Schedule III B.2. hereto, the Company has not received any notice regarding, and to its knowledge there is no threat of, the termination or discontinuance of the eligibility of the Common Stock for such listing.