Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and, to the extent legally applicable, in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company does not have any Subsidiaries that are not wholly owned by the Company or one of its other Subsidiaries. (c) The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the (second) amended and restated certificate of incorporation of the Company in effect as of the date of this Agreement (the “Company Charter”) and the (fourth) amended and restated by-laws of the Company in effect as of the date of this Agreement (the “Company By-laws”).

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation legal entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware. The Company has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each The Company is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the Company’s Subsidiaries failure to be so organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company Subsidiary is a legal entity duly organized, validly existing and, to the extent legally applicablewhere relevant, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority has not had conducted and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except where the failure to be so duly approvedorganized, validly existing, qualified or licensed and or, where relevant, in good standing has not had and standing, or to have such power or authority, would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company does not have any Subsidiaries that are not wholly owned by copies of the Company or one of its other Subsidiaries. (c) The Governing Documents most recently filed with the Company has delivered or made available to Parent, prior to execution of this Agreement, true SEC Documents are accurate and complete copies of the (second) amended and restated certificate of incorporation of the Company such documents as in effect as of the date of this Agreement (Agreement. The Company has made available to Parent accurate and complete copies of the “Company Charter”) certificates of incorporation and the (fourth) amended and restated by-laws or comparable organizational and governing documents of the Company in effect Subsidiary, as of amended to the date of this Agreement (the “Company By-laws”)Agreement, and as so delivered is in full force and effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation legal entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each The Company is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction 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 or, where relevant, in good standing, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company’s Subsidiaries Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. (b) Each Company Subsidiary is a legal entity duly organized, validly existing and, to the extent legally applicablewhere such concept is recognized, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be be, where relevant, in good standing or have such power or authority standing, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except where the failure to be so duly approvedqualified or, qualified or licensed and where relevant, in good standing standing, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (bc) The All the issued and outstanding shares of capital stock of, or other equity interests in, each Company does not Subsidiary have any Subsidiaries that been validly issued and are not fully paid and nonassessable and are wholly owned owned, directly or indirectly, by the Company or one free and clear of its all Liens, other Subsidiaries. (cthan Permitted Liens. Section 4.1(c) The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the (second) amended and restated certificate of incorporation of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary and each Person in effect which the Company or any Company Subsidiary owns an equity, economic or other interest (other than investments through a mutual fund or similar entity if the Company or such Company Subsidiary does not exercise control over the management or policies of such fund or entity or other passive money management activities), together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary or such other Person, (ii) the date type and percentage of this Agreement (the “Company Charter”) and the (fourth) amended and restated by-laws of interest held, directly or indirectly, by the Company in effect as each Company Subsidiary or in each such other Person, (iii) the names and the type of and percentage of interest held by any Person other than the date Company or a Company Subsidiary in each Company Subsidiary or in each such other Person and (iv) the classification for U.S. federal income Tax purposes of this Agreement (the “each Company By-laws”)Subsidiary.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and, to the extent legally applicable, and in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority has not had and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except except, in the case of the Company and its Subsidiaries, where the failure to be so duly approved, qualified or licensed and in good standing has not had and would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. (b) The Company does not have any Subsidiaries that are not wholly owned by the Company or one of its other Subsidiaries. (c) The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the (second) amended and restated certificate of incorporation of the Company in effect as of the date of this Agreement (the “Company Charter”) and the (fourth) amended and restated by-laws of the Company in effect as of the date of this Agreement (the “Company By-laws”). The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the certificate of incorporation, articles of incorporation, articles of organization, certificate of formation, charter or similar document of each Company Subsidiary in effect as of the date of this Agreement and the by-laws of each Company Subsidiary in effect as of the date of this Agreement. (c) Section 3.01(c) of the Company Disclosure Letter sets forth (a) the name of each Subsidiary of the Company, (b) the jurisdiction of organization for each such Subsidiary and (c) the types and amount of equity interests owned by the Company (or another Subsidiary of the Company) in each Company Subsidiary. All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company that are held by the Company or any of its Subsidiaries have been validly issued and, as applicable, are fully paid and nonassessable. There are no shares of capital stock or other equity interests issued and outstanding, or any subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase, sale or issuance of any equity securities of any Subsidiary of the Company or requiring any payments based on or related to the value of any equity securities of any Subsidiary of the Company, including any equity securities representing the right to purchase or otherwise receive any other equity securities of any Subsidiaries of the Company. Neither Company nor any Subsidiary of the Company holds any shares of capital stock or other equity interests issued and outstanding, or any subscriptions, options, warrants, calls, rights, commitments or agreements of any character in any Person (other than with respect to Subsidiaries of the Company set forth on Section 3.01(c) of the Company Disclosure Letter).

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each The Company is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction 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 or, where relevant, in good standing, (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company’s Subsidiaries Company to consummate the Merger prior to the Outside Date. The Company has filed with the SEC, prior to the execution hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect, and the Company is not in violation of the Company Governing Documents. (b) Each Company Subsidiary is a legal entity duly organized, validly existing and, to the extent legally applicablewhere such concept is recognized, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be be, where relevant, in good standing or have such power or authority standing, (i) has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Effect and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing (ii) has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Merger prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction 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 or, where relevant, in good standing, (A) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect and (bB) The Company does has not have any Subsidiaries that are had and would not wholly owned by reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company or one of its other Subsidiaries. (c) to consummate the Merger prior to the Outside Date. The Company has delivered or made available to Parent, Parent prior to execution of this Agreement, true the date hereof complete and complete accurate copies of the (second) amended and restated certificate certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company Company’s Significant Subsidiaries, each in effect as of the date hereof. (c) All the issued and outstanding shares of this Agreement capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly-owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which any Company Subsidiary is a party or is otherwise bound obligating it to (i) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of such Company Subsidiary or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (ii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any shares of capital stock or other equity interests of any Company Subsidiaries or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, or (iii) redeem or otherwise acquire any shares of capital stock or other equity interests of any Company Subsidiary except, in each case, to another Company Subsidiary. There are no outstanding obligations of any Company Subsidiary (A) restricting the “transfer of, (B) affecting the voting rights of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (D) requiring the registration for sale of or (E) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of any Company Charter”Subsidiary. Section 4.1(c) and the (fourth) amended and restated by-laws of the Company in effect Disclosure Letter sets forth an accurate and complete list, as of the date hereof, of this Agreement each Company Subsidiary and each Person in which the Company or any Company Subsidiary owns an equity or other economic interest, together with (1) the “jurisdiction of incorporation or organization, as the case may be, of each Company By-laws”)Subsidiary or such other Person and (2) with respect to each Company Subsidiary or such other Person for which equity is held by any third Person other than the Company or a Company Subsidiary (other than nominal equityholders holding director’s qualifying equity to the extent required by applicable Law or nominal equity interests required by applicable Law to be held by local nationals, in each case, which equity holdings are de minimis in nature) the type and percentage interest held, directly or indirectly, by the Company in each Company Subsidiary or other Person.

Qualification, Organization, Subsidiaries, etc. (a) The Company Each of the Company, Holdco and Merger Sub 1 is a corporation legal entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company’s Subsidiaries , Holdco and Merger Sub 1 is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction 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 or, where relevant, in good standing, (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company, Holdco or Merger Sub 1 to consummate the Transactions prior to the Outside Date. The Company has filed with the SEC, prior to the execution hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company has made available, prior to the date hereof, a complete and accurate copy of the certificates of incorporation and bylaws of Holdco and Merger Sub 1 as amended to the date hereof. The Company Governing Documents and the certificates of incorporation and bylaws of Holdco and Merger Sub 1 are in full force and effect and none of the Company, Holdco and Merger Sub 1 is in violation of the Company Governing Documents or its certificate of incorporation or bylaws, as applicable. (b) Each Company Subsidiary is a legal entity duly organized, validly existing and, to the extent legally applicablewhere such concept is recognized, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be be, where relevant, in good standing or have such power or authority standing, (1) has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company Effect and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing (2) has not had and would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the ability of the Company, Holdco or Merger Sub 1 to consummate the Transactions prior to the Outside Date. Each of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction 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 or, where relevant, in good standing, (x) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect and (by) The Company does has not have any Subsidiaries that are had and would not wholly owned by reasonably be expected to have, individually or in the Company aggregate, a material adverse effect on the ability of the Company, Holdco or one of its other Subsidiaries. (c) Merger Sub 1 to consummate the Transactions prior to the Outside Date. The Company has delivered or made available to Parent, Parent prior to execution of this Agreement, true the date hereof complete and complete accurate copies of the (second) amended and restated certificate certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company Company’s Significant Subsidiaries, each in effect as of the date hereof. (c) All the issued and outstanding shares of this Agreement capital stock of, or other equity interests in, each Company Subsidiary have been validly issued and are fully paid and nonassessable and are wholly owned, directly or indirectly, by the Company free and clear of all Liens, other than Permitted Liens. There are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which any Company Subsidiary is a party or is otherwise bound obligating it to (i) issue, transfer or sell, or make any payment with respect to, any shares of capital stock or other equity interests of such Company Subsidiary or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (ii) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment with respect to any shares of capital stock or other equity interests of any Company Subsidiaries or securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, or (iii) redeem or otherwise acquire any shares of capital stock or other equity interests of any Company Subsidiary except, in each case, to another Company Subsidiary. There are no outstanding obligations of any Company Subsidiary (1) restricting the “transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal, right of first offer or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of any Company Charter”Subsidiary. Section 4.1(c) and the (fourth) amended and restated by-laws of the Company Disclosure Letter sets forth an accurate and complete list of each Company Subsidiary and each Person in effect which the Company or any Company Subsidiary owns an equity or other economic interest, together with (i) the jurisdiction of incorporation or organization, as the case may be, of each Company Subsidiary or such other Person and (ii) with respect to each Company Subsidiary or such other Person for which equity is held by any third Person other than the date of this Agreement Company or a Company Subsidiary (other than nominal equityholders holding director’s qualifying equity to the “extent required by applicable Law or nominal equity interests required by applicable Law to be held by local nationals, in each case, which equity holdings are de minimis in nature) the type and percentage interest held, directly or indirectly, by the Company By-laws”)in each Company Subsidiary or other Person.

Qualification, Organization, Subsidiaries, etc. (a) The Company Each of the Parent Parties is a corporation or other entity duly incorporatedorganized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware formation and has all requisite corporate power powers and authority to carry on its business as presently conducted and to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and, to the extent legally applicable, in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conductedassets, except where the failure to be in good standing or have such power and authority, individually or authority in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent Parties is duly qualified to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Parent and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except except, in the case of Parent and its Subsidiaries, where the failure to be so duly approved, qualified or licensed and in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (b) The Company does not have any Subsidiaries that are not wholly owned by the Company or one of its other Subsidiaries. (c) The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of the (second) amended and restated certificate Organizational Documents of incorporation of the Company Parent as in effect as of the date of this Agreement (the “Company CharterParent Organizational Documents”) ), true and the (fourth) amended and restated by-laws complete copies of the Company Organizational Documents of Holding as in effect as of the date of this Agreement (the “Company By-lawsHolding Organizational Documents”) and true and complete copies of the Organizational Documents of Merger Sub as in effect as of the date of this Agreement (the “Merger Sub Organizational Documents”).