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

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries 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, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its articles of incorporation and code of regulations (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and code of regulations or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries 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, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its articles of incorporation charter and code of regulations bylaws, each as amended through the date hereof and which are in full force and effect (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and code of regulations bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, 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, assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 or, where relevant, in good standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent filed with the SEC, prior to the date of this Agreement a true Agreement, complete and complete copy accurate copies of its articles the Third Restated Certificate of incorporation and code Incorporation of regulations the Company (the “Company Organizational DocumentsCertificate of Incorporation”) and has made available to Parent prior to the date of this Agreement a true and complete copy Restated Bylaws of the articles of incorporation and code of regulations or other equivalent organizational documents of each of its Subsidiaries, each Company (the “Company Bylaws”) as amended through to the date hereof. Neither The Company Certificate of Incorporation and the Company nor any Subsidiary Bylaws are in full force and effect. None of the Company or any of its Subsidiaries is in material violation of its Organizational Documents in any provision of its articles of incorporation or regulations (or equivalent organizational documents)material respect.

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its Subsidiaries 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, to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement a true and complete copy of its articles certificate of incorporation and code of regulations bylaws (the “Company Organizational Documents”) and has made available to Parent prior to the date of this Agreement a true and complete copy of the articles certificate of incorporation and code of regulations bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles certificate of incorporation or regulations bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent and its Subsidiaries 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, assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 in good standing, standing or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company prior to the date of this Agreement a true and complete copy of its articles certificate of incorporation and code of regulations bylaws (the “Company Parent Organizational Documents”) and has made available to Parent the Company prior to the date of this Agreement a true and complete copy of the articles certificate of incorporation and code of regulations bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Company Parent nor any Subsidiary of the Company Parent is in material violation of any provision of its articles certificate of incorporation or regulations bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company Parent and its Subsidiaries Subsidiaries, including Merger Sub, 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, assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character 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 in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Parent has made available to Parent the Company prior to the date of this Agreement a true and complete copy of its articles of incorporation and code of regulations bylaws, each as amended through the date hereof and which are in full force and effect (the “Company Parent Organizational Documents”) and has made available to Parent the Company prior to the date of this Agreement a true and complete copy of the articles of incorporation and code of regulations bylaws or other equivalent organizational documents of each of its Subsidiaries, including Merger Sub, each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of the Company and its the Company Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, 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, assets and to carry on its business as presently conducted 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, character 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 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 Company Material Adverse Effect. The Company has made available to Parent filed with the SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its articles 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 incorporation and code either of regulations (the “Company Organizational Governing Documents”) and . The Company has made available to Parent prior to complete and accurate copies the date of this Agreement a true and complete copy of the articles certificates of incorporation and code of regulations bylaws, or other equivalent organizational documents or governing documents, of each of its Subsidiariesthe Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as amended through the date hereof. Neither the Company nor any Subsidiary of the Company is currently in material violation of any provision of its articles of incorporation or regulations (or equivalent organizational documents)effect.

Qualification, Organization, Subsidiaries, etc. (a) Each (i) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the Company and its State of Delaware, (ii) each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization (to the extent good standing is applicable in such jurisdiction) and (iii) each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets, assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualificationqualification (to the extent good standing is applicable in such jurisdiction), except in the case of clauses (ii) and (iii) where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has publicly filed with the SEC or otherwise made available to Parent prior to complete and correct copies of the date of this Agreement a true and complete copy of its articles certificates of incorporation and code of regulations (the “Company Organizational Documents”) bylaws or comparable organizational and has made available to Parent prior to the date of this Agreement a true and complete copy governing documents of the articles of incorporation Company and code of regulations or other equivalent organizational documents of each of its Subsidiaries, each “significant subsidiaries” (as amended through such term is defined in Section 1-02 of Regulation S-X under the date hereof. Neither the Company nor any Subsidiary of the Company is in material violation of any provision of its articles of incorporation or regulations Exchange Act) (or equivalent organizational documentsa “Significant Subsidiary”).,