Practice Entities Sample Clauses

Practice Entities. (a) Section 3.23(a) of the Company Disclosure Schedules sets forth a true and complete list of each Company Practice Entity, including: (i) such Company Practice Entity’s name and jurisdiction of organization or formation and (ii) as of the date of this Agreement, the number of issued and outstanding equity interests of such Company Practice Entity, the names of all of the holders thereof and the number or percentage, as applicable, of such equity interests held by each such holder (such equity interests, the “Company Practice Entity Equity Interests”). Except for the Company Practice Entity Equity Interests, and there are no other authorized, issued or outstanding equity interests of the Company Practice Entities. The Company Practice Entity Equity Interests have been duly authorized and are validly issued (including in compliance with the Governing Documents of such Company Practice Entity and Applicable Law), except as would not reasonably be expected to be material to the Company Entities, taken as a whole. Except as set forth in the Governing Documents of such Company Entity, there are not outstanding (x) any options, warrants or conversion, subscription or other rights to purchase that provide for the sale, issuance, return or redemption of any equity interests of the Company Practice Entities, (y) any securities convertible into or exchangeable for equity interests of the Company Practice Entities or (z) any other commitments of any kind for the issuance of options, warrants or other securities of the Company Practice Entities. (b) Each Company Practice Entity (i) is duly organized validly existing and in good standing (or the equivalent thereof, where such concept is recognized) under the Applicable Laws of its jurisdiction of formation, organization or incorporation, as applicable, (ii) has all requisite corporate or other entity power and authority to (A) own, license, lease and operate its assets and properties and (B) to carry on its businesses as presently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation or other organization and is in good standing (or the equivalent thereof, where such concept is recognized) under the Applicable Laws of each jurisdiction where the character of the properties and assets owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except, in each case, as would not reasonably be expected be material to t...