Subsidiaries; Due Organization. (a) Part 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. Neither the Company nor any of the Subsidiaries identified in Part 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Company Disclosure Schedule. No Subsidiary of the Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Subsidiaries; Due Organization. (a) Part 3.1(a) of the Parent Disclosure Schedule identifies each Subsidiary of Parent and indicates its jurisdiction of organization. Neither Parent nor any of the Subsidiaries identified in Part 3.1(a) of the Parent Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 3.1(a) of the Parent Disclosure Schedule. No Subsidiary of Parent has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Subsidiaries; Due Organization. (a) Schedule 2.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company and indicates its jurisdiction of organization. The Company is the owner of all of the issued and outstanding shares of capital stock of each Subsidiary, free and clear of all Encumbrances, and all such shares are duly authorized, validly issued, fully paid and (where such concept is recognized) nonassessable and are not subject to any preemptive right, right of first refusal or similar right created by statute, organizational or governing document or Contract. Neither the Company nor any of the Entities identified in Schedule 2.1(a) of the Company Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Schedule 2.1(a) of the Company Disclosure Schedule. The Company has not agreed and is not obligated to make, nor or is it bound by any Contract under which it may become obligated to make, any material future investment in or material capital contribution to any other Entity.
Subsidiaries; Due Organization. (a) Section 3.1(a) of the Merger Partner Disclosure Letter identifies, as of the date hereof, each Entity that is a Subsidiary of Merger Partner and indicates its jurisdiction of organization. (b) Each member of the Merger Partner Group is (or, if formed after the date hereof, shall be at the Merger Effective Time) an Entity duly organized and validly existing under the laws of the jurisdiction of its organization. Each member of the Merger Partner Group is in good standing (to the extent that the laws of the jurisdiction of its organization recognize the concept of good standing or any similar concept) under the laws of the jurisdiction of its organization, and has all necessary corporate or other Entity right, power and authority (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which such assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is bound, other than in the case of clauses (i) through (iii) as, individually or in the aggregate, would not reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or would not reasonably be expected to prevent, materially delay, materially interfere with or materially impair the ability of any member of the Merger Partner Group to consummate the Contemplated Transactions. (c) Each member of the Merger Partner Group is (or, if formed after the date hereof, shall be at the Merger Effective Time) qualified to do business as a foreign corporation, and is in good standing (to the extent that the laws of the applicable jurisdiction recognize the concept of good standing or any similar concept), under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, or would not reasonably be expected to prevent, materially delay, materially interfere with or materially impair the ability of any member of the Merger Partner Group to consummate the Contemplated Transactions. 3.2 Certificate of Organization and Other Governing Documents. Merger Partner has delivered or Made Available to Remainco accurate and complete copies of the Organizational Documents...
Subsidiaries; Due Organization. (i) GHX has no Subsidiaries other than as set forth in Part 4(a) of the GHX Disclosure Schedule. All of the capital stock and other equity interests in such Subsidiaries are owned by GHX, free and clear of all Encumbrances. GHX has not agreed and is not obligated to make, nor or is it bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.
Subsidiaries; Due Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Company's Subsidiaries is duly organized, validly existing and in good standing under the laws of its state or country of organization. Except where the failure to be so qualified or in good standing in such jurisdiction would not reasonably be expected to have a Material Adverse Effect on the Company, the Company and each of its Subsidiaries is qualified, authorized, registered or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions listed in Part 2.1 of the Company Disclosure Schedule. Except as set forth in Part 2.1 of the Company Disclosure Schedule, the Company has no Subsidiaries and does not own any capital stock of, or any equity interest of any nature in, any Entity. The Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Material Contracts to which it is a party. The Company is not obligated to make, and is not a party to any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other names other than those incorporating (in any configuration) "ISx" or "Information Services Extended."
Subsidiaries; Due Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Purchaser's Subsidiaries is duly organized, validly existing and in good standing under the laws of its state or country of organization. Except where the failure to be so qualified or in good standing in such jurisdiction would not reasonably be expected to have a Material Adverse Effect on the Purchaser, the Purchaser and each of its Subsidiaries is qualified, authorized, registered or licensed to do business as a foreign corporation and is in good standing in each of the jurisdictions listed in Part 3.1 of the Purchaser Disclosure Schedule. Except as set forth in Part 3.1 of the Purchaser Disclosure Schedule, the Purchaser has no Subsidiaries and does not own any capital stock of, or any equity interest of any nature in, any Entity. The Purchaser has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Material Contracts to which it is a party. The Purchaser is not obligated to make, and is not a party to any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Purchaser has never conducted any business under or otherwise used, for any purpose or in any jurisdiction, any fictitious name, assumed name, trade name or other names other than those incorporating (in any configuration) "Aptas", "Aptas, Inc." or "Nextron".
Subsidiaries; Due Organization. (a) Section 2.1 of the Remainco Disclosure Letter identifies, as of the date hereof, each existing Entity that will be a Subsidiary of Spinco, in each case, as of immediately prior to the Distributions based on the Separation Plan as of the date hereof.
Subsidiaries; Due Organization. (a) Section 3.1(a) of the RMT Partner Disclosure Letter identifies, as of the date hereof, each Entity that is a Subsidiary of RMT Partner and indicates its jurisdiction of organization.
Subsidiaries; Due Organization. (a) Advaxis has no Subsidiaries, and Advaxis does not own any capital stock of, or any equity interest of any nature in, any other Entity, other than the Entities identified in Part 2.1(a) of the Advaxis Disclosure Schedule. Advaxis has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Advaxis has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.
