Common use of Subsidiaries; Due Organization; Etc Clause in Contracts

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Companies is a corporation or other Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar 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 owned and used as of the date of this Agreement; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Companies (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, 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 would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase Company None of the Acquired Corporations has agreed or is obligated to make, or is 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. (b) Each of the Tetraphase Companies Acquired Corporations is a corporation or other Entity duly organized, validly existing and and, in jurisdictions that recognize the concept, is in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “"(i)” " through “"(iii)” " of this sentence, as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) Each of the Tetraphase Companies Acquired Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, 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 as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase Target Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Target Companies is a corporation or other Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own own, lease and use its assets in the manner in which its assets are owned owned, leased and used as of the date of this Agreement; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Target Companies (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, 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 would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase 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 material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Companies Opnext Corporations is a corporation (or other Entity Entity) duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standingor equivalent status) under the laws of the jurisdiction of its incorporation or formation and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have and would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) Each of the Tetraphase Companies Opnext Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporationcorporation or other foreign Entity, and is in good standing, 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 qualified, individually or in good standing the aggregate, would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase 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 material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Companies Company Entities is a corporation (or other Entity Entity) duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standingor equivalent status) under the laws of the jurisdiction of its incorporation or formation and has all necessary corporate or similar power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used as of the date of this Agreement; and (iii) to perform its obligations under all Contracts by which it is boundused, except, in the case of clauses “(i)” through and “(iiiii)” of this sentence, as as, individually or in the aggregate, has not had, and would not have reasonably be expected to have, a Company Material Adverse Effect. (c) Each of the Tetraphase Companies Company Entities (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporationcorporation or other foreign Entity, and is in good standing, 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 qualified, individually or in good standing the aggregate, has not had, and would not have reasonably be expected to have, a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (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 Entities 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 Tetraphase Target Company has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Target Companies is a corporation or other Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar 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 owned and used as of the date of this Agreement; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Target Companies (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, 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 would not have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the corporations identified in Part 2.1(a2.1(a)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the Entities identified in Part 2.1(a2.1(a)(i) 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(a2.1(a)(ii) of the Company Disclosure Schedule. No Tetraphase (The Company and each of its Subsidiaries are referred to collectively in this Agreement as the "Acquired Corporations.") None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, at any time, been a general partner of, or has otherwise been liable for any of the debts or obligations of, any general partnership, limited partnership or other Entity. (b) Each of the Tetraphase Companies Acquired Corporations is a corporation or other Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Companies (in jurisdictions that recognize the following concepts) Acquired Corporations is qualified to do business as a foreign corporation, and is in good standingstanding as a foreign corporation or other Entity, under the laws of all jurisdictions where the nature of its business requires such qualification, except for jurisdictions in which where the failure to be so qualified or in good standing qualify would not have a Company Material Adverse EffectEffect on the Acquired Corporations.

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a4.1(a) of the Company Disclosure Schedule identifies each Subsidiary of the Company 410 Holdings and indicates its jurisdiction of organization. Neither the Company 410 Holdings nor any of the Entities identified in Part 2.1(a4.1(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(a4.1(a) of the Company Disclosure Schedule. No Tetraphase Except as set forth in Part 4.1(a) of the Company Disclosure Schedule, none of the 410 Holdings Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Companies 410 Holdings Acquired Corporations is a corporation or other Entity duly organized, validly existing and and, in jurisdictions that recognize the concept, is in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Companies 410 Holdings Acquired Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporation, and is in good standing, 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 as would not have and would not reasonably be expected to have or result in a Company 410 Holdings Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) The Company has no Subsidiaries, except for the Entities identified in Part 2.1(a2.1(a)(i) of the Company Disclosure Schedule identifies each Subsidiary of the Company Schedule; and indicates its jurisdiction of organization. Neither neither the Company nor any of the other Entities identified in Part 2.1(a2.1(a)(i) 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(a2.1(a)(ii) of the Company Disclosure Schedule. No Tetraphase Company None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. None of the Acquired Corporations has, 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. (b) Each of the Tetraphase Companies Acquired Corporations is a corporation or other Entity a limited liability company (as summarized in Part 2.1(a)(i) of the Disclosure Schedule) duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standing) under the laws of the jurisdiction of its incorporation or organization (as summarized in Part 2.1(a)(i) of the Disclosure Schedule) and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” through “(iii)” of this sentence, as would not have a Company Material Adverse Effect. (c) Each of the Tetraphase Companies (in jurisdictions that recognize the following concepts) Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualificationqualification (as summarized in Part 2.1(a)(i) of the Disclosure Schedule), except for jurisdictions in which other than where the failure to be so qualified or in good standing would standing, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect.

Subsidiaries; Due Organization; Etc. (a) Part 2.1(a4.1(a) of the Company TriQuint Disclosure Schedule identifies each Subsidiary of the Company TriQuint and indicates its jurisdiction of organization. Neither the Company TriQuint nor any of the Entities identified in Part 2.1(a4.1(a) of the Company TriQuint 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(a4.1(a) of the Company TriQuint Disclosure Schedule. No Tetraphase Company Subsidiary of TriQuint has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any material future investment in or capital contribution to any other Entity. (b) Each of the Tetraphase Companies TriQuint Corporations is a corporation or other Entity duly organized, validly existing and in good standing (to the extent that the laws of the jurisdiction of its formation recognize the concept of good standingor equivalent status) under the laws of the jurisdiction of its incorporation or formation and has all necessary corporate or similar 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 as of the date of this Agreementused; and (iii) to perform its obligations under all Contracts by which it is bound, except, in the case of clauses “(i)” ) through “(iii)” ) of this sentence, as would not have and would not reasonably be expected to have or result in a Company TriQuint Material Adverse Effect. (c) Each of the Tetraphase Companies TriQuint Corporations (in jurisdictions that recognize the following concepts) is qualified to do business as a foreign corporationcorporation or other foreign Entity, and is in good standing, 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 qualified, individually or in good standing the aggregate, would not have a Company TriQuint Material Adverse Effect.