Common use of Organization, Standing, Subsidiaries, Etc Clause in Contracts

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Inc., a Delaware corporation (the “Subsidiary”), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock of the Subsidiary free and clear of all Liens (as hereinafter defined), and the Subsidiary has no outstanding options, warrants or rights to purchase capital stock or other equity securities of such Subsidiary, other than the capital stock owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “Company” shall be treated as being a reference to the Company and the Subsidiary taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and Agreement, the Certificate of Merger, the Statement of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws Bylaws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. dFuGEN, Inc., a Delaware corporation and PDS/b/a Electro Energy Mobile Products GIS, Inc., a Delaware corporation (collectively, the “Subsidiary”"Subsidiaries"), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined)Liens, and the Subsidiary has Subsidiaries have no outstanding options, warrants or rights to purchase capital stock or other equity securities of such SubsidiarySubsidiaries, other than the capital stock owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “"Company” " shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Permeate Refining, Inc., a Delaware corporation Xethanol One, LLC, Advanced Bioethanol Technologies, Inc., Ethanol Extraction Technologies, Inc. and Xethanol BioFuels LLC (collectively, the “Subsidiary”"Subsidiaries"), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock or membership interests of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined)Liens, and the Subsidiary has Subsidiaries have no outstanding options, warrants or rights to purchase capital stock or other equity securities of such SubsidiarySubsidiaries, other than the capital stock or membership interests owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “"Company” " shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Inc.PC Lens Corp., a Delaware corporation corporation, and Presby Corp Europe SRPL, a company organized under the laws of Belgium (together, the “Subsidiary”"Subsidiaries"), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined), and the Subsidiary has Subsidiaries have no outstanding options, warrants or rights to purchase capital stock or other equity securities of such SubsidiarySubsidiaries, other than the capital stock owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “"Company” " shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of DelawareFlorida, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Xeni Medical Systems, Inc., a Delaware corporation, Xeni Medical Billing, Corp., a Delaware corporation and Xeni Financial Services, Corp., a Florida corporation (each a “Subsidiary” and collectively, the “SubsidiarySubsidiaries”), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock of each of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined), and the each Subsidiary has no outstanding options, warrants or rights to purchase capital stock or other equity securities of such Subsidiary, other than the capital stock owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “Company” shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate Articles of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws Bylaws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Inc.Company’s wholly-owned subsidiary, Hxxxxx Xxxxxxx Industrial Group Co. Ltd, a Delaware corporation duly organized and existing in good standing under the laws of the Republic of China (the “Subsidiary”), the Company has no other subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock of the Subsidiary free and clear of all Liens (as hereinafter defined)Liens, and the Subsidiary has no outstanding options, warrants or rights to purchase capital stock or other equity securities of such Subsidiary, other than the capital stock owned by the Company. Unless the context content otherwise requires, all references in this Section 2 to the “Company” shall be treated as being a reference to the Company and the Subsidiary taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of Delaware, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate Statement of Merger and to carry out the terms hereof and thereof. Copies of the Certificate Articles of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Inc., a Delaware corporation (the “Subsidiary”), the The Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock or membership interests of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined)Liens, and the Subsidiary has Subsidiaries have no outstanding options, warrants or rights to purchase capital stock or other equity securities of such SubsidiarySubsidiaries, other than the capital stock or membership interests owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “Company” shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.

Organization, Standing, Subsidiaries, Etc. (a) The Company is a corporation duly organized and existing in good standing under the laws of the State of DelawareNew Jersey, and has all requisite power and authority (corporate and other) to carry on its business, to own or lease its properties and assets, to enter into this Agreement and the Certificate of Merger and to carry out the terms hereof and thereof. Copies of the Certificate of Incorporation and By-laws of the Company that have been delivered to Parent and Acquisition Corp. prior to the execution of this Agreement are true and complete and have not since been amended or repealed. (b) Other than Mobile Energy Products Inc. d/b/a Electro Energy Mobile Products Inc.Visual Management Systems, LLC, a Delaware corporation New Jersey limited liability company, and Visual Management Systems PDG, LLC, a New Jersey limited liability company (each a "Subsidiary" and collectively, the “Subsidiary”"Subsidiaries"), the Company has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business. The Company owns all of the issued and outstanding capital stock membership interests of each of the Subsidiary Subsidiaries free and clear of all Liens (as hereinafter defined), and the each Subsidiary has no outstanding options, warrants or rights to purchase capital stock membership interests or other equity securities of such Subsidiary, other than the capital stock membership interests owned by the Company. Unless the context otherwise requires, all references in this Section 2 to the “"Company” " shall be treated as being a reference to the Company and the Subsidiary Subsidiaries taken together as one enterprise.