Common use of Organization, Standing and Power; Subsidiaries Clause in Contracts

Organization, Standing and Power; Subsidiaries. (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Target is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target has the corporate or other organizational power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would reasonably be expected to have a Target Material Adverse Effect. Target has delivered to Acquiror a true and correct copy of (i) the Restated Certificate of Incorporation of Target (the “Restated Certificate”), the Bylaws of Target (“Bylaws”) or other charter documents, as applicable, of Target, and (ii) the organizational and charter documents of each Subsidiary of Target, each as amended to date. Target is not in violation of any of the provisions of its Restated Certificate or Bylaws or equivalent organizational documents. No Subsidiary of Target is in violation of any of the provisions of its organizational and charter documents, except as would not result in a Target Material Adverse Effect. (b) Section 3.1 of the Target Disclosure Schedule contains a complete and accurate list of (i) each Subsidiary of Target and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 of the Target Disclosure Schedule, Target has no Subsidiaries and Target does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization, Standing and Power; Subsidiaries. (a) Target, each Target Subsidiary and each Target Related Business is a corporation legal entity duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of Delaware. Each Subsidiary of Target is duly organized, validly existing organization and in good standing under the laws of the jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target has the all requisite corporate or other organizational similar power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified and or in good standing standing, or to have such power or authority, would not reasonably be expected to have a Target Material Adverse EffectEffect on Target. Target has made available or delivered to Acquiror a true and correct copy of (i) the Restated Certificate of Incorporation of Target (the “Restated Certificate”), the Bylaws of Target (“Bylaws”) or other charter documents, as applicable, of Target, Organizational Documents; and (ii) the organizational formation and charter governance documents of each Subsidiary of TargetTarget Related Business, each as amended to datedate (the “Target Related Business Organizational Documents”), and each as so made available or delivered is in full force and effect. Neither Target, any Target Subsidiary nor any Target Related Business is not in material violation of any of the provisions of its Restated Certificate Target Organizational Documents or Bylaws or equivalent organizational documentsTarget Related Business Organizational Documents, as applicable. No Subsidiary of Target is in violation of any Section 3.1(a) of the provisions Target Disclosure Schedule sets forth (i) all jurisdictions in which Target, any Target Subsidiary or any Target Related Business is qualified, authorized, registered or licensed to do business as a foreign corporation or other legal entity; and (ii) each of its organizational the officers and charter documents, except as would not result in a Target Material Adverse Effectdirectors of Target. (b) Section 3.1 3.1(b) of the Target Disclosure Schedule contains sets forth a complete and accurate list of all of the Target Subsidiaries (iincluding the equity ownership thereof) and each Subsidiary of the officers and directors of such Target and (iiSubsidiaries. Except as set forth on Section 3.1(b) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 of the Target Disclosure Schedule, neither Target, any Target has no Subsidiaries and Subsidiary nor any Target does not Related Business directly or indirectly own owns any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. (c) Section 3.1(c) of the Target Disclosure Schedule sets forth a complete list of all of the Target Related Businesses and each of the officers and directors of such Target Related Businesses. No person or entity owns any equity or similar ownership interest in any Target Related Business except Xx. Xxx Xxxx, who is the sole owner of all Target Related Businesses.

Organization, Standing and Power; Subsidiaries. (a) Target is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of DelawareOhio. Each Subsidiary of Target is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target has the corporate or other organizational requisite power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would could reasonably be expected to have a Target Material Adverse EffectEffect on Target. None of the Target Group is qualified to do business as a foreign entity in any jurisdiction outside of Ohio. Target has delivered to Acquiror a true and correct copy of (i) the Restated Certificate Target’s articles of Incorporation of Target (the “Restated Certificate”), the Bylaws of Target (“Bylaws”) or organization and operating agreement and other charter organizational documents, as applicable, of Target, and (ii) the organizational and charter documents of each Subsidiary of Target, each as amended to datedate (collectively, the "Target Charter Documents"). Target is not in violation of any of the provisions of the Target Charter Documents. (b) Each of the Target Subsidiaries is a corporation or limited liability company, duly organized and validly existing under the laws of the State of Ohio. Each of the Target Subsidiaries has the requisite power to own its Restated Certificate or Bylaws or equivalent properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction where qualification to do business is required by applicable Law. Target has delivered to Acquiror a true and correct copy of the organizational documentsdocuments of each of the Target Subsidiaries, as amended to date (collectively, the "Target Subsidiaries Charter Documents"). No Subsidiary None of the Target Subsidiaries is in violation of any of the provisions of its organizational and charter documents, except as would not result in a the applicable Target Material Adverse EffectSubsidiaries Charter Documents. (bc) Section 3.1 of the Target Disclosure Schedule contains a complete and accurate list of (i) each Subsidiary of Target and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Except as set forth on Section 3.1 of the Target Disclosure Schedule, none of the Target has no Subsidiaries and Target does not Group directly or indirectly own owns any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity, which is not also part of the Target Group.

Organization, Standing and Power; Subsidiaries. (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Target is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target has the corporate or other organizational power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would could reasonably be expected to have a Target Material Adverse EffectEffect on Target. Target has delivered to Acquiror a true and correct copy of (i) the Amended and Restated Certificate of Incorporation of Target as filed with the Secretary of State of the State of Delaware (collectively, the “Restated Certificate”), and the Bylaws of Target (“Bylaws”) or other charter documents, as applicable, of Target), and (ii) the organizational and charter documents of each Subsidiary of Target, each as amended to date. Target is not in violation of any of the provisions of its Restated Certificate or Bylaws or equivalent organizational documents. No , and no Subsidiary of Target is in violation of any of the provisions of its organizational and charter documents, except as would not result in a Target Material Adverse Effect. (b) Section 3.1 of the Target Disclosure Schedule contains a complete and accurate list of (i) each Subsidiary of Target and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 of the Target Disclosure Schedule, Target has no Subsidiaries and Target does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization, Standing and Power; Subsidiaries. (a) Target Holdings and each Target Subsidiary is a corporation legal entity duly organized, validly existing and in good standing under the laws of the State its respective jurisdiction of Delaware. Each Subsidiary of Target is duly organized, validly existing organization and in good standing under the laws of the jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target has the all requisite corporate or other organizational similar power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified and or in good standing would standing, or to have such power or authority, could reasonably be expected to have a Target Material [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Adverse EffectEffect on Target. Target has delivered to Acquiror a true and correct copy of (i) the Amended and Restated Certificate of Incorporation of Target Holdings (as amended, the “Restated Certificate”), ) and the Bylaws of Target Holdings (as amended, the “Bylaws”) or other charter documents, as applicable, of Target), and (ii) the organizational and charter documents Organizational Documents of each Subsidiary of TargetTarget Subsidiary, each as amended to date, and each as so delivered is in full force and effect. Neither Target is not in violation of Holdings nor any of the provisions of its Restated Certificate or Bylaws or equivalent organizational documents. No Target Subsidiary of Target is in violation of any of the provisions of its organizational and charter documentsOrganizational Documents. Section 3.1(a) of the Target Disclosure Schedule sets forth all jurisdictions in which Target Holdings or any Target Subsidiary is, except or has been, required to be qualified, authorized, registered or licensed to do business as would a foreign corporation or other legal entity. Target Holdings is not result in a Target Material Adverse Effectsubject to Section 2115(b) of the California Corporations Code. (b) Section 3.1 3.1(b) of the Target Disclosure Disclosures Schedule contains sets forth a complete and accurate list of (i) each Subsidiary of Target and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 all of the Target Disclosure Schedule, Target has no Subsidiaries and Target does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entitySubsidiaries.

Organization, Standing and Power; Subsidiaries. (a) Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of Target is duly organized, validly existing and in good standing (or its equivalent) under the laws of the jurisdiction in which it is organized, except where failure of such Subsidiary to be so duly organized, validly existing and in good standing (or its equivalent) would not reasonably be expected to be material to Target or the Subsidiaries, taken as a whole. Each of Target and the Subsidiaries of Target has the corporate or other organizational power to own its properties and to carry on its business as now being conducted and as currently proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified and in good standing would could reasonably be expected to have a Target Material Adverse EffectEffect on Target. Target has delivered made available to Acquiror a true and correct copy of (i) the Amended and Restated Certificate of Incorporation of Target (the “Restated Certificate”), the Bylaws of Target (“Bylaws”) or other charter documents, as applicable, of Target, and (ii) the organizational and charter documents of each Subsidiary of Target, each as amended to date. Target is not in violation of any of the provisions of its Restated Certificate or Bylaws or equivalent organizational documents. No , and no Subsidiary of Target is in violation of any of the provisions of its organizational and charter documents, except as would not result in a Target Material Adverse Effect. (b) Section 3.1 of the Target Disclosure Schedule contains a complete and accurate list of (i) each Subsidiary of Target and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 of the Target Disclosure Schedule, Target has no Subsidiaries and Target does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization, Standing and Power; Subsidiaries. (ai) Target Adaptive is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of Target Adaptive is a corporation or other organization duly organized, validly existing and in good standing under the laws of the its jurisdiction in which it is organized. Each of Target and the Subsidiaries of Target incorporation or organization, has the corporate or other organizational requisite power and authority to own own, lease and operate its properties and to carry on its business as is now being conducted and as proposed conducted, except where the failure to be conducted so organized, existing and in good standing or to have such power and authority, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Adaptive, and is duly qualified and in good standing to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be so qualified and in good standing standing, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse EffectEffect on Adaptive. Target has delivered The copies of the certificate of incorporation and bylaws of Adaptive, which were previously furnished or made available to Acquiror a true Western, are true, complete and correct copy copies of (i) such documents as in effect on the Restated Certificate date of Incorporation of Target (the “Restated Certificate”), the Bylaws of Target (“Bylaws”) or other charter documents, as applicable, of Target, and this Agreement. (ii) Section 3.2(a)(ii) of the organizational and charter documents Adaptive Disclosure Schedule lists ---- all the Significant Subsidiaries of each Subsidiary Adaptive as of Targetthe date of this Agreement. All the outstanding shares of capital stock of, or other equity interests in, each as amended to date. Target is not in violation of any of the provisions of its Restated Certificate or Bylaws or equivalent organizational documents. No such Significant Subsidiary of Target is in violation of any of the provisions of its organizational have been duly authorized, validly issued and charter documents, except as would not result in a Target Material Adverse Effect. (b) Section 3.1 of the Target Disclosure Schedule contains a complete are fully paid and accurate list of (i) each Subsidiary of Target nonassessable and (ii) each such Subsidiary’s jurisdiction of incorporation or organization. Other than the Subsidiaries listed in Section 3.1 of the Target Disclosure Schedule, Target has no Subsidiaries and Target does not are owned directly or indirectly own by Adaptive, free and clear of all Liens and free of any equity other restriction (including any restriction on the right to vote, sell or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture otherwise dispose of such capital stock or other business association or entityownership interests), except for restrictions imposed by applicable securities laws.