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

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing 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 have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium Silver is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have have, a Titanium Silver Material Adverse Effect. Titanium Silver OP is a limited partnership duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Silver Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) Silver Merger Sub 1 and Silver Merger Sub 2 is a legal entity limited liability company duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and limited liability company organizational powers required to carry on its business as presently now conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP the Silver Parties and their respective 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Silver Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Subsidiaries (other than Titanium OP) Parent and its Subsidiaries, including Merger Sub, is a legal entity duly organized, validly existing and 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 have such power or authority, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. Titanium and Titanium OP have Parent has made available to Silver true, correct the Company prior to the date of this Agreement a true and complete copies copy of their respective Organizational Documentsits articles of incorporation and bylaws, each as amended through the date hereof and which are in full force and effect (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, including Merger Sub, each as of amended through the date hereof. (b) Section 4.1(b) of the Parent Disclosure Schedule lists each Subsidiary of Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens. Except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 2% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in violation which (i) Parent, directly or indirectly, owns or controls any shares of any class of the provisions outstanding voting securities or other equity interests (other than the ownership of such Organizational Documentssecurities primarily for investment purposes as part of routine cash management or investments of 2% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OPa) The Company is a legal entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries 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 have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective the Company 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, (1) has not 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 not, either individually or in the aggregate, reasonably be expected to have a Titanium Material Adverse Effectmaterial adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. Titanium and Titanium OP have made available The Company has filed with the SEC, prior to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date 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 any the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete and accurate copies of the provisions certificates of such Organizational Documentsincorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effect. (b) All the issued and outstanding shares of 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 or Liens arising under any applicable securities Laws. Section 4.1(b) of the Company Disclosure Letter sets forth a true and complete list of the name of each Company Subsidiary, its jurisdiction of organization and its U.S. federal income tax classification. Other than the Company Subsidiaries set forth on Section 4.1(b) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary owns any equity or other economic interest in any other Person.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Parent and its Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 have such power or authority, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which where the property ownedownership, leased leasing, character 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 in good standingstanding or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. Titanium and Titanium OP have Parent has made available to Silver true, correct the Company prior to the date of this Agreement a true and complete copies copy of their respective its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents). (b) Section 4.1(b)(i) of the Parent Disclosure Schedule sets forth a complete list, as of the date hereof, of each Subsidiary of the Parent and its jurisdiction of organization or formation and the jurisdictions in which they are qualified to do business. Section 4.1(b)(ii) of the Parent Disclosure Schedule sets forth each of the Parent’s Subsidiaries and the ownership interest of the Parent in each such Subsidiary, as well as the ownership interest of any other person or persons in each such Subsidiary. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent have been validly issued and are fully paid and nonassessable. Except as set forth in Section 4.1(b)(ii) of the Parent Disclosure Schedule, all of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Parent are owned by Parent, by one or more Subsidiaries of Parent or by Parent and one or more Subsidiaries of Parent, in each case free and clear of all Liens, except for Parent Permitted Liens. Except as set forth in Section 4.1(b)(iii) of the Parent Disclosure Schedule, except for the capital stock and other equity interests of its Subsidiaries, neither Parent nor any of its Subsidiaries owns, directly or indirectly, any capital stock or other equity interest in any other person (including through participation in any joint venture or similar arrangement), other than the ownership of securities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies, and there are no Parent Joint Ventures. “Parent Joint Venture” means any corporation, limited liability company, partnership, joint venture, trust or other entity which is not a Subsidiary of Parent and in violation which (i) Parent, directly or indirectly, owns or controls any shares of any class of the provisions outstanding voting securities or other equity interests (other than the ownership of such Organizational Documentssecurities primarily for investment purposes as part of routine cash management or investments of 1% or less in publicly traded companies) or (ii) Parent or a Subsidiary of Parent is a general partner.

Qualification, Organization, Subsidiaries, etc. Titanium (a) Mavericks is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Michigan and Delaware. Mavericks 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 has not had, and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Mavericks Material Adverse Effect. Titanium OP Mavericks is qualified to do business and is in good standing as a foreign corporation 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 in good standing would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. (b) Each of Mavericks’ Subsidiaries is a limited partnership legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization, except where the State failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Mavericks Material Adverse Effect. Each of Delaware and Mavericks’ Subsidiaries 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 authorityauthority would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Mavericks Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing 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 have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Mavericks’ Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation 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 approved, qualified or licensed and in good standingstanding would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Mavericks Material Adverse Effect. Titanium and Titanium OP have . (c) Mavericks made available to Silver true, correct Rockets prior to the date hereof a true and complete copies copy of their respective Organizational DocumentsMavericks’ certificate of incorporation and bylaws, each as amended as of through the date hereofhereof (collectively, and are not in violation of any of the provisions of such “Mavericks Organizational Documents”).

Qualification, Organization, Subsidiaries, etc. Titanium (a) Each of PDN and Merger Sub is a corporation duly incorporated, legal entity validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 conductedconducted and is qualified to do business and is in good standing as a foreign corporation 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 in good standing, or to have such power or authority, individually or in the aggregate, authority has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 standinghave, individually or in the aggregate, a PDN Material Adverse Effect. (b) PDN has made available to NAPW prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of PDN and Merger Sub, each as amended through the date of this Agreement. The certificate of incorporation and bylaws or similar organizational documents of PDN and Merger Sub are in full force and effect. None of PDN or Merger Sub is in violation of any provisions of its certificate of incorporation or bylaws or similar organizational documents, other than such violations as have not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium PDN Material Adverse Effect. Titanium . (c) Section 4.1(c) of PDN Disclosure Schedule lists, and Titanium OP have PDN has made available to Silver trueNAPW, correct accurate and complete copies of: (i) the charters of their respective Organizational Documentsall committees of the Board of Directors of PDN; (ii) any code of conduct or similar policy adopted by PDN or by the Board of Directors, or any committee of the Board of Directors, of PDN, each as amended as of in effect on the date hereof, and are (iii) any Contracts relating to the nomination or election of PDN directors (collectively, the “PDN Board Charters and Policies”). PDN has not taken any action in breach or violation of any of the provisions of such Organizational Documentsthe PDN Board Charters and Policies nor is in breach or violation of any of the provisions of the PDN Board Charters and Policies, except as would not reasonably be expected to have, individually or in the aggregate, a PDN Material Adverse Effect.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Amazon and its Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, where 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 have such power or authority, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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, or to have such power or authority, would not, individually or in the aggregate, has not had and would not reasonably be expected to have be materially adverse to Amazon and its Subsidiaries, taken as a Titanium Material Adverse Effectwhole. Titanium Amazon has filed with the SEC, prior to the date of this Agreement, complete and Titanium OP have made available to Silver true, correct and complete accurate copies of their respective Organizational Documents, each the Amazon Governing Document as amended as of to the date hereof, . The Amazon Governing Document is in full force and are effect and Amazon is not in violation in any material respect of the Amazon Governing Document. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each Amazon Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of incorporation or organization, as applicable) and are wholly owned, directly or indirectly, by Amazon free and clear of all Liens (other than any restrictions imposed by applicable Law and securities exchanges). Except for the equity securities of the Amazon Subsidiaries, neither Amazon nor any of Amazon Subsidiaries own, directly or indirectly, any capital stock or other equity securities of any of the provisions of such Organizational DocumentsPerson.

Qualification, Organization, Subsidiaries, etc. Titanium (a) Rockets is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Michigan and Delaware. Rockets 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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 authorityhave, individually or in the aggregate, has not had a Rockets Material Adverse Effect. Rockets is qualified to do business and is in good standing as a foreign corporation 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 in good standing would not reasonably be expected to have have, individually or in the aggregate, a Titanium Rockets Material Adverse Effect. . (b) Each of Titanium’s Rockets’ Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization and organization, except where the failure to be so organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Rockets Material Adverse Effect. Each of Rockets’ Subsidiaries 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 have such power or authorityand authority would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Rockets Material Adverse Effect. Each of Titanium, Titanium OP and their respective Rockets’ Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation 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 approved, qualified or licensed and in good standingstanding would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Rockets Material Adverse Effect. Titanium and Titanium OP have . (c) Rockets has made available to Silver true, correct Mavericks prior to the date hereof a true and complete copies copy of their respective Organizational DocumentsRockets’ certificate of incorporation and bylaws, each as amended as of through the date hereofhereof (collectively, and are not in violation of any of the provisions of such “Rockets Organizational Documents”).

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Subsidiaries (other than Titanium OP) Parent, Merger Sub and each Parent Subsidiary is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) 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 conductedconducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except (other than with respect to Parent’s due organization and valid existence) where the failure to be so organized, validly existing, qualified or in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Parent Material Adverse Effect. Each Parent has filed with the SEC, prior to the date of Titaniumthis Agreement, Titanium OP a complete and their respective Subsidiaries accurate copy of the Memorandum and Articles of Association of Parent (the “Parent Memorandum and Articles of Association”), as amended to the date hereof, and has made available to the Company, prior to the date of this Agreement, complete and accurate copies of the articles of organization and operating agreement of Merger Sub. The Parent Memorandum and Articles of Association are in full force and effect and Parent is not in violation of the Parent Memorandum and Articles of Association, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The articles of organization of Merger Sub are in full force and effect and Merger Sub is not in violation of the articles of organization of Merger Sub, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, each Parent Joint Venture is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its 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 and is qualified or licensed to do business and is in good standing as a foreign corporation 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 in good standingstanding (with respect to jurisdictions that recognize such concept), individually or in the aggregateto have such power or authority, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Parent Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of TitaniumRovi, Parent, the Merger Subs and Rovi’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 have such power or authority, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation 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 in good standing, individually or in the aggregateto have such power or authority, has not had and would not reasonably be expected to have a Titanium Rovi Material Adverse Effect. (b) All equity interests (including partnership interests and limited liability company interests) of the Subsidiaries of Rovi held by Rovi or by any other Subsidiary of Rovi have been duly and validly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. Titanium All such equity interests owned by Rovi or its Subsidiaries are free and Titanium OP have clear of any Liens, other than Permitted Liens and restrictions imposed by applicable Law. Other than the Subsidiaries, neither Rovi nor any of its Subsidiaries owns any capital stock or, or other equity or voting interests of any nature in, or any interest convertible into or exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, any other Person. (c) Rovi has delivered or made available to Silver TiVo a copy of the certificate or articles of incorporation and by-laws (or like organizational documents) of Rovi and each of its material Subsidiaries, and each such copy is true, correct and complete copies of their respective Organizational Documents, and each as amended as of the date hereof, such instrument is in full force and are effect. Rovi is not in violation of any of the provisions of such Organizational Documentsits certificate of incorporation or by-laws. Each material Subsidiary of Rovi is not in violation of any of the provisions of its respective certificate or articles of incorporation or by-laws (or like organizational documents).

Qualification, Organization, Subsidiaries, etc. Titanium (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titaniumthe Company’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 have such power or authority, individually or in the aggregate, authority has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective 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, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have made available to Silver A true, correct and complete list of all the Subsidiaries of the Company (excluding the Life Sciences Subsidiaries), identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries, (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary and (v) the number of shares of Company Common Stock owned by each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Letter. (b) The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of their respective Organizational Documents, each as amended the restated certificate of incorporation of the Company in effect as of the date hereofof this Agreement (the “Company Charter”), the amended and are not in violation of any restated by-laws of the provisions Company in effect as of such Organizational Documentsthe date of this Agreement (the “Company By-laws”) and the certificate of incorporation, by-laws and other charter and organizational documents, including all amendments thereto, of each of the Company’s Subsidiaries, in each case as in effect as of the date of this Agreement.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OPa) Seller is a legal entity duly organized, 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 relating to the Business and to carry on the Business as presently conducted. Seller 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 relating to the Business or conduct of the 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 Business 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 Seller to consummate the Transactions prior to the Outside Date. Seller has filed with the SEC, prior to the date hereof, a complete and accurate copy of Seller’s Organizational Documents as amended to the date hereof. Seller’s Organizational Documents are in full force and effect and Seller is not in violation of its Organizational Documents. (b) Each of Seller’s Subsidiaries holding any Purchased Assets is a legal entity duly organized, validly existing and, where such concept is recognized, 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 such Purchased Assets and to carry on its business the Business as presently conducted, except where the failure to have such power or authoritybe, individually or where relevant, in the aggregategood standing, (i) has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 standinghave, individually or in the aggregate, a Business Material Adverse Effect and (ii) has not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium material adverse effect on the ability of Seller to consummate the Transactions prior to the Outside Date. Each of Seller’s 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 any Purchased Assets or conduct of the 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 Business Material Adverse EffectEffect and (y) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Seller to consummate the Transactions prior to the Outside Date. Titanium and Titanium OP have Seller has made available to Silver true, correct Purchaser complete and complete accurate copies of their respective Organizational Documentsthe certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of Seller’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), each as amended in effect as of the date hereof, and are not in violation of any of to the provisions of extent such Organizational Documents“significant subsidiaries” relate to the Business.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Cyclone, Merger Sub and the Cyclone Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, where 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 conductedconducted and 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 organized, validly existing, qualified or, where relevant, in good standing, or to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 standinghave, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Cyclone Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct True and complete copies of their respective Organizational Documentsthe Articles of Association of Cyclone as amended through, and as in effect as of, the date of this Agreement (the "Cyclone Articles of Association") and the Bylaws of the Cyclone Board of Directors, as amended through, and as in effect as of, the date of this Agreement (the "Cyclone Bylaws"), have been previously made available to Hurricane. The Cyclone Governing Documents are in full force and effect and Cyclone is not in violation of the Cyclone Governing Documents in any material respect. (b) All the issued and outstanding shares of capital stock of, or other equity interests in, each as amended Cyclone Subsidiary have been validly issued and are fully paid and non-assessable and are wholly owned, directly or indirectly, by Cyclone free and clear of all Liens, other than Cyclone Permitted Liens. Cyclone has provided Hurricane with a true and complete list of all Cyclone Subsidiaries as of the date hereof, and are not in violation of any of the provisions of such Organizational Documentsthis Agreement.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OPa) NanoString is a legal entity duly organized, 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 relating to the Business and the System for use with Dx Tests and to carry on the Business and its business with respect to the System for use with Dx Tests as presently conducted. NanoString 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 relating to the Business or the System for use with Dx Tests or conduct of the Business and its business with respect to the System for use with Dx Tests 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 material adverse effect on the ability of NanoString to consummate the Transactions. (b) Each of NanoString’s Subsidiaries is a legal entity duly organized, validly existing and, where such concept is recognized, 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 relating to the Business and the System for use with Dx Tests and to carry on the Business and its business with respect to the System for use with Dx Tests as presently conductedconducted by such Subsidiary, except where the failure to have such power or authoritybe, individually or where relevant, in the aggregategood standing, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Material Adverse Effectmaterial adverse effect on the ability of NanoString to consummate the Transactions. Each of Titanium, Titanium OP and their respective NanoString’s 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 properties relating to the Business or the nature System for use with Dx Tests or conduct of the Business and its business conducted by it makes with respect to the System for use with Dx Tests 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, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Material Adverse Effect. Titanium and Titanium OP have made available material adverse effect on the ability of NanoString to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of consummate the date hereof, and are not in violation of any of the provisions of such Organizational DocumentsTransactions.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s TiVo and its Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 have such power or authority, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation 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 in good standing, individually or in the aggregateto have such power or authority, has not had and would not reasonably be expected to have a Titanium TiVo Material Adverse Effect. (b) Section 3.1(b) of the TiVo Disclosure Schedule sets forth a complete and correct list of each Subsidiary of TiVo. Titanium Section 3.1(b) of the TiVo Disclosure Schedule also sets forth the jurisdiction of organization and Titanium OP percentage of outstanding equity interests (including partnership interests and limited liability company interests) owned by TiVo or its Subsidiaries of each such Subsidiary. All equity interests (including partnership interests and limited liability company interests) of such Subsidiaries held by TiVo or by any other Subsidiary have been duly and validly authorized and are validly issued, fully paid and non-assessable and were not issued in violation of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such equity interests owned by TiVo or its Subsidiaries are free and clear of any Liens, other than Permitted Liens and restrictions imposed by applicable Law. Other than TiVo’s Subsidiaries, neither TiVo nor any of its Subsidiaries owns any capital stock or, or other equity or voting interests of any nature in, or any interest convertible into or exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, any other Person. (c) TiVo has delivered or made available to Silver Rovi a copy of the certificate or articles of incorporation and by-laws (or like organizational documents) of TiVo and each of its Subsidiaries, and each such copy is true, correct and complete copies of their respective Organizational Documents, and each as amended as of the date hereof, such instrument is in full force and are effect. TiVo is not in violation of any of the provisions of such Organizational Documentsits certificate of incorporation or by-laws. Each Subsidiary of TiVo is not in violation of any of the provisions of its respective certificate or articles of incorporation or by-laws (or like organizational documents).

Qualification, Organization, Subsidiaries, etc. Titanium The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan Delaware and has all requisite corporate power and authority necessary 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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 or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium’s the Company's Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, to the extent legally applicable, in good standing under the laws Applicable 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 to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction in which the property properties and assets owned, leased or operated by it or the nature of the business conducted by it makes such approvalsqualification, qualification licensing or licensing good standing necessary, except where the failure to be so duly approvedqualified, qualified or licensed and in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have The Company has made available to Silver Parent prior to the date of this Agreement a true, correct and complete copies copy of their respective Organizational Documents, each as amended the certificate of incorporation and bylaws of the Company in effect as of the date hereof, and are not in violation of any of the provisions of such Organizational Documentsthis Agreement.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Gatos and the Gatos Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, where relevant, in good standing under the laws Laws of its respective jurisdiction of organization 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, in each case, except where the failure as has not had, or would not reasonably be expected to have such power or authorityhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Gatos Material Adverse Effect. Each of Titanium, Titanium OP Gatos and their respective the Gatos Subsidiaries is duly are 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 business conducted by it makes its business, requires such approvals, qualification or licensing necessaryqualification, except in jurisdictions where the failure to be so duly approvedorganized and validly existing, qualified or licensed and or, where relevant, in good standing, or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Gatos Material Adverse Effect. The Gatos Governing Documents are in full force and effect and Gatos is not in violation of any provision of the Gatos Governing Documents, except as would not reasonably be expected to be material to Gatos and the Gatos Subsidiaries, taken as a whole. Xxxxx has provided First Majestic with true, correct and complete copies of the Gatos Governing Documents. (b) The Organizational Documents of the Gatos Subsidiaries are in full force and effect and the relevant Gatos Subsidiary is not in violation of any provision of such Organizational Documents, except as has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Titanium Gatos Material Adverse Effect. Titanium and Titanium OP have made available to Silver Gatos has provided First Majestic with true, correct and complete copies of their respective the Organizational Documents, Documents of each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational DocumentsGatos Subsidiary.

Qualification, Organization, Subsidiaries, etc. Titanium The Company is a corporation an exempted company duly incorporated, validly existing and in good standing under the laws of the State of Michigan Bermuda and has all requisite corporate power and authority necessary 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties (if any) and assets and to carry on its business as presently conducted, except where the failure to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titaniumthe Company’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the laws Applicable Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties (if any) and assets and to carry on its business as presently conducted, except where the failure to be so duly organized, validly existing or in good standing or have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction in which the property properties and assets 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have The Company has made available to Silver Parent a true, correct and complete copies copy of their respective the Company Organizational DocumentsDocuments and the Organizational Documents of each material Subsidiary of the Company, in each case as amended in effect as of the date hereof, and are not in violation of any of the provisions of such Organizational Documentsthis Agreement.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. (a) Each of Titanium’s Diamond and its Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, where relevant, in good standing under the laws Laws of its respective jurisdiction of organization 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 conductedconducted and 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 organized and validly existing (solely in the case of Diamond Subsidiaries), qualified or, where relevant, in good standing, or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect. Diamond has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the Diamond Certificate and the Diamond Bylaws as amended to the date hereof. The Diamond Governing Documents are in full force and effect and Diamond is not in violation of any provision of the Diamond Governing Documents, except as would not reasonably be expected to be material to Diamond and the Diamond Subsidiaries, taken as a whole. (b) Diamond has made available to Seaways a true, correct and complete copy of the Organizational Documents of each of its Subsidiaries, in each case, as amended through and in existence on the date hereof. The Organizational Documents of the Diamond Subsidiaries are in full force and effect and the relevant Diamond Subsidiary is not in violation of any provision of such Organizational Documents, except as has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 standinghave, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Diamond Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan Delaware and has all requisite corporate power and authority necessary 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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 or to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titaniumthe Company’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, to the extent legally applicable, in good standing under the laws Applicable 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 to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction in which the property properties and assets owned, leased or operated by it or the nature of the business conducted by it makes such approvalsqualification, qualification licensing or licensing good standing necessary, except where the failure to be so duly approvedqualified, qualified or licensed and in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have The Company has made available to Silver Parent prior to the date of this Agreement a true, correct and complete copies copy of their respective Organizational Documents, each as amended the certificate of incorporation and bylaws of the Company in effect as of the date hereofof this Agreement. (b) A true, correct and complete list of all the Subsidiaries of the Company, identifying the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, is set forth on Section 3.01 of the Company Disclosure Letter. Except for the capital stock and voting securities of, and other equity interests in, the Company’s Subsidiaries set forth on Section 3.01 of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity. All the outstanding shares of capital stock or voting securities of, or other equity interests in, each of the Company’s Subsidiaries have been validly issued and are not in violation owned by the Company, by another Subsidiary of the Company or by the Company and another Subsidiary of the Company, free and clear of all Liens (other than Permitted Liens) and free of any of other restriction (including any restriction on the provisions right to vote, sell or otherwise dispose of such Organizational Documentscapital stock, voting securities or other equity interests), except for restrictions imposed by applicable securities laws.

Qualification, Organization, Subsidiaries, etc. Titanium (a) Parent is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Michigan Nevada and has all requisite corporate power and authority to own, lease and operate its properties and assets and assets, to carry on its business as presently conducted, except where the failure conducted and to have such power and authority has not had, and would not reasonably be expected perform its material obligations under all Parent Material Contracts to have a Titanium Material Adverse Effect. Titanium OP which it is a limited partnership party or under which it is bound. Merger Sub is duly organizedincorporated, 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 assets, to carry on its business as presently conducted. Parent is qualified to do business and is in good standing as a foreign corporation 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 have such power and authoritybe so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. . (b) Each of TitaniumParent’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 assets, to carry on its business as presently conductedconducted and to perform its material obligations under all Parent Material Contracts to which it is a party or under which it is bound, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective Subsidiaries is duly qualified or licensed to do business business, and is in good standing as a foreign corporation 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. Titanium and Titanium OP have . (c) Parent has publicly filed with the SEC or made available to Silver true, correct the Company on the Virtual Data Room a true and complete copies copy of their respective Organizational DocumentsParent’s articles of incorporation and by-laws, each as amended as of through the date hereofhereof (collectively, and are not in violation of any of the provisions of such “Parent Organizational Documents”).

Qualification, Organization, Subsidiaries, etc. Titanium (a) Each of PharmAthene and Merger Sub and their respective Subsidiaries is a corporation duly incorporated, legal entity validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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 conductedconducted and is qualified to do business and is in good standing as a foreign corporation 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 in good standing, or to have such power or authority, individually or in the aggregate, authority has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 standinghave, individually or in the aggregate, a PharmAthene Material Adverse Effect. (b) PharmAthene has made available to Theraclone prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of PharmAthene and Merger Sub and each of their respective Subsidiaries, each as amended through the date of this Agreement. The certificate of incorporation and bylaws or similar organizational documents of PharmAthene and Merger Sub and each of their respective Subsidiaries are in full force and effect. None of PharmAthene, Merger Sub or any of their respective Subsidiaries is in violation of any provisions of its certificate of incorporation or bylaws or similar organizational documents, other than such violations as have not had and would not reasonably be expected to have have, individually or in the aggregate, a Titanium PharmAthene Material Adverse Effect. Titanium . (c) Section 4.1(c) of PharmAthene Disclosure Schedule lists, and Titanium OP have PharmAthene has made available to Silver trueTheraclone, correct accurate and complete copies of: (i) the charters of their respective Organizational Documentsall committees of the Board of Directors of PharmAthene; (ii) any code of conduct or similar policy adopted by PharmAthene or by the Board of Directors, or any committee of the Board of Directors, of PharmAthene, each as amended as of in effect on the date hereof, and are (iii) any Contracts relating to the nomination or election of PharmAthene directors (collectively, the “PharmAthene Board Charters and Policies”). PharmAthene has not taken any action in breach or violation of any of the provisions of such Organizational Documentsthe PharmAthene Board Charters and Policies nor is in breach or violation of any of the provisions of the PharmAthene Board Charters and Policies, except as would not reasonably be expected to have, individually or in the aggregate, a PharmAthene Material Adverse Effect.