Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary).
(b) Schedule 2.1(b) of the Seller Disclosure Letter sets forth a true, correct, and complete list of each Subsidiary of the Company, any other entity in which the Company or its Subsidiaries hold Equity Interests, a description of such Equity Interests and each such entity’s jurisdiction of organization (together with the Company, the “Company Group Entities”). The Company is the legal and beneficial owner of all of the allotted and issued shares and other Equity Interests of each Subsidiary of the Company and of the Equity Interests of any other Company Group Entity that are described as held by the Company on Schedule 2.1(b) of the Seller Disclosure Letter, free and clear of all Encumbrances, other than Permitted Encumbrances, and all such Equity Interests are duly authorized, validly issued, fully paid or properly credited as fully paid and, except as set forth in the relevant Organizational Documents or Applicable Law, are not subject to any additional contributions or payments, pre-emptive rights or rights of first refusal.
(c) Since the Prior Transaction Date, none of the Company, its Subsidiaries or their respective shareholders has ever formally approved or commenced any proceeding or made any election dissolving or liquidating the Company or any Subsidiary or the winding up or cessation of the business or affairs of the Company or any Subsidiary.
(d) Since the Prior Transaction Date, the Company has no...
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Subsidiary is a corporation duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation (except, in the case of good standing, (i) any jurisdiction that does not recognize such concept and (ii) where the failure to be in good standing in any jurisdiction would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect). The Company and each Subsidiary has the corporate or other applicable power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction (to the extent the concept is recognized by such jurisdiction), except where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would not reasonably be expected to have a Material Adverse Effect with respect to the Company and any Subsidiary.
(b) Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board (or similar body), (ii) the names of the members of each committee of the Board (or similar body) and (iii) the names and titles of the executive officers of the Company, in each case, as of the Agreement Date.
(c) Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary as of the Agreement Date. The Company is the owner of all of the Equity Interests of each Subsidiary, free and clear of all Encumbrances (other than Encumbrances related to the Securities Act or applicable blue sky laws), and all such Equity Interests are duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive right or right of first refusal created by statute, the Certificate of Incorporation and Bylaws or other equivalent organizational or governing documents, as applicable of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no Contracts, including any outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities of any character relating to issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating ...
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to the Company. The Company has and, since its inception has had, no Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.
(b) Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board, (ii) the names of the members of each committee of the Board and (iii) the names and titles of the officers of the Company.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Each Subsidiary is in good standing under the laws of its jurisdiction of organization. Each Group Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing (to the extent the applicable jurisdiction recognizes such concept), individually or in the aggregate with any such other failures, would reasonably be expected to be material to the Group Companies, as a whole.
(b) Schedule 2.1(b) of the Company Disclosure Letter lists each Subsidiary, their respective jurisdictions of organization and the holders of the equity interests thereof. Except as set forth on Schedule 2.1(b) of the Company Disclosure Letter, the Company has and, since its inception has had, no other Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. The Company is the sole owner, directly or indirectly, of all of the issued and outstanding Equity Interests of the Subsidiaries.
(c) Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board (or similar body) and the directors of each Subsidiary, (ii) the names of the members of each committee of the Board (or similar body) and (iii) the names and titles of the officers of each Group Company and any other Person having the authority to enter into Contracts on behalf of any Group Company.
(d) Schedule 2.1(d) of the Company Disclosure Letter sets forth (i) a list of all jurisdictions throughout the world in which any Group Company is authorized or qualified to do business as a foreign corporation, (ii) a true, correct and complete listing of the locations of all sales office, manufacturing facilities, and any other office or facilities of each Group Company and (iii) a true and complete list of all jurisdictions in which any Group Company maintains any employees or contractors.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. The Company has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in liability that is material to the Company. The Company is not in violation of any of the provisions of its Articles of Association or equivalent organizational or governing documents.
(b) The Company has and, since its inception has had, no subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.
(c) Schedule 2.1(c) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Company Board of Directors (or similar body); (ii) the names of the members of each committee of the Company Board of Directors (or similar body) ; and (iii) the names and titles of the officers of the Company.
(d) Schedule 2.1(d) of the Company Disclosure Letter sets forth (i) a list of all jurisdictions throughout the world in which the Company is authorized or qualified to do business as a foreign corporation, (ii) a true, correct and complete listing of the locations of all sales office, manufacturing facilities, and any other office or facilities of the Company and (iii) a true and complete list of all jurisdictions in which the Company maintains any employees or contractors.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on the Company. The Company has and, since its inception has had, no Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity. The reincorporation of the Company from California to Delaware complied with Applicable Law in all material respects.
(b) Schedule 2.1(b) of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors (or similar body), (ii) the names of the members of each committee of the Board of Directors (or similar body) and (iii) the names and titles of the officers of the Company.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in each of the jurisdictions specified on Schedule 2.1(a) of the Company Disclosure Letter, except where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to the Company. There are no outstanding and currently effective powers of attorneys executed by or on behalf of the Company.
(b) The Company does not have any Subsidiaries and the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.
(c) Neither the Company nor any of the Company Stockholders has ever approved or commenced any proceeding or made any election contemplating the dissolution or liquidation of the Company or the winding up or cessation of the business or affairs of the Company. There are no entities that have been merged into or that otherwise are predecessors to the Company.
(d) Schedule 2.1(d) of the Company Disclosure Letter sets forth an accurate and complete list of: (i) the names of the members of the Board, (ii) the names of the members of each committee of the Board and (iii) the names and titles of the officers of the Company.
Organization, Standing, Power and Subsidiaries. (a) Jiff is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Jiff has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Jiff Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to Jiff. Jiff has and, since its inception has had, no Subsidiaries or any Equity Interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.
(b) Schedule 2.1(b) of the Jiff Disclosure Letter sets forth a true, correct and complete list as of the Agreement Date of: (i) the names of the members of the Jiff Board (or similar body), (ii) the names of the members of each committee of the Jiff Board (or similar body) and (iii) the names and titles of the officers of Jiff.
Organization, Standing, Power and Subsidiaries. (a) The Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company and each of its Subsidiaries has all requisite corporate power and authority to own its respective properties and to conduct its respective businesses as now being conducted and the Company and each of its Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries is in material violation of any of the provisions of its respective Charter Documents.
(b) Neither the Company nor any of its Subsidiaries holds any Investment interest in any Person other than those Persons identified on Schedule 5.1(b). Schedule 5.1(b) indicates, for each Subsidiary, its name and jurisdiction of incorporation or organization, the type and percentage of the Investment interests in such Subsidiary that is owned by the Company or Subsidiary, as applicable. The Company and each Subsidiary owns, beneficially and of record, free and clear of any Encumbrances (other than Permitted Encumbrances), such Investment interests in the Subsidiaries. Neither the Company nor any Subsidiary is a party to any voting trust, proxy, or other agreement or understanding with respect to voting in any Subsidiary. Neither the Company nor any Subsidiary is a party to any option, warrant, purchase right, or other contract or commitment that could require Acquiror to sell, transfer, or otherwise dispose of any of its Investment interests in any of the Subsidiaries (other than this Agreement). The Company has made available to Acquiror accurate and complete copies of the Charter Documents, as amended to date, of the Company and each Subsidiary.
(c) Schedule 5.1(c) sets forth a true, correct and complete list of: (i) the names of the members of the Board of Directors of the Company and its Subsidiaries; (ii) the names of the members of each committee of the Board of Directors of the Company and its Subsidiaries; and (iii) the names and titles of the officers of the Company and its Subsidiaries.
Organization, Standing, Power and Subsidiaries. (a) The Company and the Israeli Subsidiary are corporations duly organized, validly existing and, if applicable, in good standing under the laws of their jurisdiction of organization. The Company and the Israeli Subsidiary have the corporate power to own, operate and lease their properties and to conduct their respective business and are duly qualified to do business and, as applicable, are in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to be material to the Company or the Israeli Subsidiary. Except for the Israeli Subsidiary, the Company has and, since its inception has had, no Subsidiaries or any equity or ownership interest, whether direct or indirect, in any Person. The Company is the owner of all of the issued and outstanding shares of capital stock of the Israeli Subsidiary, free and clear of all Encumbrances, and all such shares are duly authorized, validly issued, fully paid and nonassessable and, except as provided in that certain Investors’ Rights Agreement, dated November 5, 2009, by and among the Company and certain of its stockholders (the “Company Rights Agreement”), are not subject to any preemptive right or right of first refusal created by Legal Requirements, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the Israeli Subsidiary or any Contract to which the Israeli Subsidiary is a party or by which it is bound. There are no rights to purchase shares of capital stock or other securities convertible or exercisable for capital stock of the Israeli Subsidiary.
(b) Neither the Company nor the Israeli Subsidiary is the subject of any proceeding seeking liquidation, reorganization or similar relief under any bankruptcy, insolvency, receivership or similar law or has applied for or consented to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or the Israeli Subsidiary or for a substantial part of its assets.
(c) Schedule 2.1(c) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of: (i) the names of the members of the board of directors of the Israeli Subsidiary; (ii) the names of the members of each committee of the board of directors of the Israeli Subsidiary; and (iii) the names and titles of the officers of the Company an...
