Common use of Subsidiaries; Organization and Related Matters Clause in Contracts

Subsidiaries; Organization and Related Matters. (a) Schedule 3.1(a) lists each Subsidiary of the Company, the jurisdiction of its Subsidiaries and the Company’s equity interest therein. Each of the Company’s Subsidiaries is wholly owned by the Company (directly or indirectly). Neither the Company nor any of its Subsidiaries has agreed, is obligated to make or is bound by any Contract under which it may be obligated to make any future investment in or capital contribution to any other Person. Other than the Subsidiaries, the Company does not own and has never otherwise owned, directly or indirectly, any capital stock of or any other equity interest in, or controlled, directly or indirectly, any other Person, and the Company is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company has never conducted operations under any other name. (b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state in which it was organized. The Company has all necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party and to own its properties and assets and to carry on its business as now conducted. The Company and each Subsidiary is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it conducts business, except for those jurisdictions where failure to be so qualified or licensed and in good standing would not reasonably be expected to have individually, or in the aggregate, a Material Adverse Effect on the Company. Schedule 3.1(b) lists (i) the jurisdiction in which the Company was organized and each jurisdiction in which the Company is and is required to be qualified or licensed to do business as a foreign person, (ii) the jurisdiction in which each of its Subsidiaries was organized and each jurisdiction in which same is required to be qualified or licensed to do business as a foreign person, and (iii) the current directors and officers of the Company and each of its Subsidiaries. The Company has provided Buyer true, correct and complete copies of the Charter Documents of the Company and the respective organizational documents of each of its Subsidiaries as in effect on the date hereof. The Company Board has not approved or proposed any amendment to any such Charter Documents and the Board of each of its Subsidiaries have not approved or proposed any amendments to any Charter Documents of such Subsidiary.

Subsidiaries; Organization and Related Matters. (a) Schedule 3.1(a) 3.1 lists each Subsidiary of the CompanySubsidiary, the jurisdiction of its the Subsidiaries and the Company’s and any other Person’s equity interest therein. Each of the Company’s Subsidiaries is wholly owned by the Company (directly or indirectly)) except as otherwise indicated in Schedule 3.1. Neither None of the Company nor any of its Subsidiaries has agreed, is obligated to make or is bound by any Contract under which it may be obligated to make any future investment in or capital contribution to any other Person. Other Except as set forth on Schedule 3.1, other than the Subsidiaries, the Company does not own and has never otherwise ownedand, directly or indirectly, any capital stock of or any other equity interest in, or controlledcontrol, directly or indirectly, any other Person, and the Company is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company has never conducted operations under any other namename other than BMC Media Limited. (b) The Company is duly formed and validly existing as a corporation limited shares company incorporated and in good standing under the laws Australia, and each of the Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction in which it was organized. The Company and each Subsidiary has all necessary corporate power and authority to execute, deliver own or lease and perform this Agreement and the Related Agreements to which it is a party and to own operate its properties and assets and to carry on its business the Business in the manner in which such Business is now being conducted by such entity. Except as now conducted. The set forth on Schedule 3.1, the Company and each Subsidiary is duly qualified or licensed to do business and in good standing as a foreign corporation and is in each good standing in every jurisdiction in which the nature of the Business or the character or location of the properties owned or leased by it conducts business, makes such qualification necessary except for those jurisdictions where the failure to be so qualified qualified, whether singly or licensed and in good standing the aggregate, would not reasonably be expected to have individually, or in the aggregate, a Material Adverse Effect Effect. Other than the Subsidiaries or as set forth on Schedule 3.1, the CompanyCompany does not own, beneficially or otherwise, directly or indirectly, any capital stock or other securities or other ownership interest of any Person. Schedule 3.1(b) 3.1 lists (i) the jurisdiction in which the Company was organized and each jurisdiction in which the Company is and is required to be qualified or licensed to do business as a foreign personbusiness, (ii) the jurisdiction in which each of its Subsidiaries Subsidiary was organized and each jurisdiction in which same is required to be qualified or licensed to do business as a foreign personbusiness, and (iii) the current directors and officers of the Company and each of its the Subsidiaries. The Company has provided Buyer true, correct and complete copies of the Charter Documents of the Company and the respective organizational documents of each of its Subsidiaries as in effect on the date hereof. The Company Board has not approved or proposed any amendment to any such Charter Documents and the Board of each of its Subsidiaries have not approved or proposed any amendments to any Charter Documents of such Subsidiary.

Subsidiaries; Organization and Related Matters. (a) Schedule 3.1(a2.1(a) lists each Subsidiary of the Company, the jurisdiction of its Subsidiaries and the Company’s equity interest therein. Each of the Company’s Subsidiaries is wholly owned by the Company (directly or indirectly)Company. Neither the Company nor any of its Subsidiaries has agreed, is obligated to make or is bound by any Contract under which it may be obligated to make any future investment in or capital contribution to any other Person. Other than the Subsidiaries, the The Company does not own and has never otherwise owned, directly or indirectly, any capital stock of or any other equity interest in, or controlled, directly or indirectly, any other Person, and the Company is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company has never conducted operations under any other name. (b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state in which it was organized. The Company has all necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party and to own its properties and assets and to carry on its business as now conducted. The Company and each Subsidiary is duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it conducts business, except for those jurisdictions where failure to be so qualified or licensed and in good standing would not reasonably be expected to have individually, or in the aggregate, a Material Adverse Effect material adverse effect on the Company. Schedule 3.1(b2.1(b) lists (i) the jurisdiction in which the Company was organized and each jurisdiction in which the Company is and is required to be qualified or licensed to do business as a foreign person, (ii) the jurisdiction in which each of its Subsidiaries was organized and each jurisdiction in which same is required to be qualified or licensed to do business as a foreign person, and (iii) the current directors and officers of the Company and each of its Subsidiaries. The Company has provided Buyer true, correct and complete copies of the Charter Documents of the Company and the respective organizational documents of each of its Subsidiaries as in effect on the date hereof. The Except as set forth in Section 2.1(c), the Company Board has not approved or proposed any amendment to any such Charter Documents and the Board board of directors of each of its Subsidiaries have not approved or proposed any amendments to any Charter Documents organizational documents of such Subsidiary. (c) The Company Board has unanimously approved the Restated Certificate in accordance with the Company’s Amended and Restated Certificate of Incorporation and Bylaws, in effect at such time, and the DGCL. The Restated Certificate has been adopted and approved by the holders of Company Capital Stock in accordance with the Company’s Amended and Restated Certificate of Incorporation and Bylaws, in effect at such time, and the DGCL including the approval by the Stockholders holding at least (i) a majority of the Common Stock, (ii) a majority of the Company Capital Stock, (iii) two-thirds of the Senior Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, (iv) two-thirds of the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, (v) two-thirds of the Series A Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, and (vi) two-thirds of the Series E Preferred Stock. The Restated Certificate shall has been filed with and accepted by the Secretary of State of the State of Delaware and constitutes the certificate of incorporation on and as of the Closing.

Subsidiaries; Organization and Related Matters. (a) Schedule 3.1(a) lists each Subsidiary of the Company, the jurisdiction of its Subsidiaries and the Company’s and any other Person’s equity interest therein. Each of the Company’s Subsidiaries is wholly owned by the Company (directly or indirectly). Neither the Company nor any of its Subsidiaries has agreed, is obligated to make or is bound by any Contract under which it may be obligated to make any future investment in or capital contribution to any other Person. Other than the Subsidiaries, the Company does not own and has never otherwise ownedand, directly or indirectly, any capital stock of or any other equity interest in, or controlledcontrol, directly or indirectly, any other Person, and the Company is not and has not otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. The Company has never conducted operations under any other name. (b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareSingapore, and each Subsidiary is a corporation an entity duly organized, validly existing and in good standing under the laws of the state jurisdiction in which it was organized. The Company has all necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party and to own its properties and assets and to carry on its business as now conductedthe Business of the. The Company and each Subsidiary is (A) duly organized and existing under the laws of the jurisdiction of its formation and (B) duly qualified or licensed to do business and in good standing as a foreign corporation in each jurisdiction in which it conducts business, except for those jurisdictions where failure to be so qualified or licensed and in good standing would not reasonably be expected to have individually, or in the aggregate, a Material Adverse Effect on the CompanyCompany and its Subsidiaries. Schedule 3.1(b) lists (i) the jurisdiction in which the Company was organized and each jurisdiction in which the Company is and is required to be qualified or licensed to do business as a foreign personbusiness, (ii) the jurisdiction in which each of its Subsidiaries was organized and each jurisdiction in which same is required to be qualified or licensed to do business as a foreign personbusiness, and (iii) the current directors and officers of the Company and each of its Subsidiaries. The Company has provided Buyer true, correct and complete copies of the its Charter Documents of the Company and the respective organizational documents of each of its Subsidiaries as in effect on the date hereof. The Company Board has not approved or proposed any amendment to any such Charter Documents and the Board of each of its Subsidiaries have not approved or proposed any amendments to any of its Charter Documents of such SubsidiaryDocuments.