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

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its 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 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 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 Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its 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 amended through the date hereof.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its Subsidiaries, including Merger Sub, 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 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 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 Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its articles certificate of incorporation and bylaws, each as amended through the date hereof and which are in full force and effect 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 articles certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, including Merger Sub, 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).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries, including Merger Sub, 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 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 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 Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its articles of incorporation and bylaws, each as amended through the date hereof and which are in full force and effect code of regulations (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the articles of incorporation and bylaws code of regulations 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 Parent the Company and its Subsidiaries, including Merger Sub, 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 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 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 Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company 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 Incorporation of the Company (the “Company Certificate of Incorporation”) and bylaws, each the Restated Bylaws of the Company (the “Company Bylaws”) as amended through to the date hereof hereof. The Company Certificate of Incorporation and which the Company Bylaws are in full force and effect (the “Parent Organizational Documents”) and has made available to effect. None of 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 any of its Subsidiaries, including Merger Sub, each as amended through the date hereofSubsidiaries is in violation of its Organizational Documents in any material respect.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries, including Merger Sub, 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 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 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 Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its articles certificate of incorporation and bylaws, each as amended through the date hereof and which are in full force and effect bylaws (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the articles certificate of incorporation and 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 certificate of incorporation or bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries, including Merger Sub, 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 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 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 Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its articles of incorporation charter and bylaws, each as amended through the date hereof and which are in full force and effect (the “Parent Company Organizational Documents”) and has made available to the Company Parent 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 amended through the date hereof.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries, including Merger Sub, 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 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 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 Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its articles of incorporation and bylaws, each the Company Governing Documents as amended through to the date hereof and which hereof. The Company Governing Documents are in full force and effect (and the “Parent Organizational Company is not in violation of either of the Company Governing Documents”) and . The Company has made available to Parent complete and accurate copies the Company prior to the date of this Agreement a true and complete copy of the articles certificates of incorporation and bylaws 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, including Merger Suba “Significant Company Subsidiary”), each as amended through the date hereofcurrently in 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 Parent and its Subsidiariesthe State of Delaware, including Merger Sub, (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 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 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 Parent Company Material Adverse Effect. Parent The Company has publicly filed with the SEC or otherwise made available to the Company prior to the date of this Agreement a true Parent complete and complete copy of its 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 correct copies of the articles certificates of incorporation and bylaws or other equivalent comparable organizational and governing documents of the Company and each of its Subsidiaries, including Merger Sub, each “significant subsidiaries” (as amended through such term is defined in Section 1-02 of Regulation S-X under the date hereof.Exchange Act) (a “Significant Subsidiary”),