Common use of Existence; Good Standing; Authority Clause in Contracts

Existence; Good Standing; Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). The copies of the Company's Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated By-laws (the "By-laws"), each as amended to date and made available to Parent's and MergerCo's counsel, are complete and correct, and no amendments thereto are pending. The Certificate of Incorporation and By-laws are in full force and effect. "

Existence; Good Standing; Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware. The Except as set forth on Schedule 4.1(a) hereto, the Company has all requisite the full corporate power and authority to own, lease and operate and lease its properties and to carry on its business as currently now being conducted and as now proposed to be conducted. The Company is duly qualified or licensed or qualified to do business and is in good standing as a foreign corporation under in the laws Commonwealth of each jurisdiction listed on Schedule 4.1(a) Massachusetts and in each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so qualified or licensed has had or qualified would not could be reasonably likely expected to have, individually or in the aggregate, have a Company Material Adverse Effect (as defined below)Effect. The copies of the Company's Certificate ’s certificate of Incorporation incorporation (as amended and in effect, the "“Certificate of Incorporation"”)) and Amended and Restated Byby-laws (as amended and in effect, the "“By-laws"”), each as amended to date and made available to Parent's ’s and MergerCo's ’s counsel, are complete and correct, and and, except as contemplated by this Agreement, no amendments thereto are pending. The Company is not in violation of any of the provisions of the Certificate of Incorporation and or the By-laws are in full force and effect. "laws.

Existence; Good Standing; Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). The copies of the Company's Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated By-laws Laws (the "By-lawsLaws"), each as amended to date and made available to Parent's and MergerCo's counsel, are complete and correct, correct and no amendments thereto are pending. The Company is not, and has not been since January 1, 2003, in violation of any provision of its Certificate of Incorporation and or By-laws are Laws in full force and effect. "any material respect.

Existence; Good Standing; Authority. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware. The Company has all requisite corporate power and authority to own, operate and lease its properties and carry on its business as currently conducted. The Company is duly licensed or qualified to do business as a foreign corporation under the laws of each jurisdiction listed on Schedule 4.1(a) and each other jurisdiction in which the character of its properties or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined below). The copies of the Company's ’s Third Amended and Restated Certificate of Incorporation (the "“Certificate of Incorporation"”) and Amended and Restated Byby-laws (the "“By-laws"”), each as amended to date and made available to Parent's ’s and MergerCo's ’s counsel, are complete and correct, and no amendments thereto are pending. The Certificate of Incorporation and By-laws are in full force and effect. "“