Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the corporate power to own, operate and lease its properties and to conduct its Business and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. The Company has and, since its inception has had, no Subsidiaries or any equity or ownership interest, whether direct or indirect, in, or any loans to, any corporation, partnership, limited liability company, joint venture or other business entity.
Organization, Standing, Power and Subsidiaries. (a) Each of the Company and each Subsidiary is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and each Subsidiary has the corporate or limited liability company power, as applicable to own its properties and to conduct its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in liability that is material to the Company. Neither the Company nor any Subsidiary is in violation of any of the provisions of its articles of organization, operating agreement, certificate of incorporation, bylaws or equivalent organizational or governing documents, as applicable to each such organization.
Organization, Standing, Power and Subsidiaries. (a) The Company is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation. Each of the Company’s Subsidiaries is validly incorporated, validly existing and duly registered (or the equivalent thereof) under the laws of its jurisdiction of incorporation, except where the failure to be so incorporated, validly existing and duly registered (or the equivalent thereof) would not have a Company Material Adverse Effect. Each of the Company and its Subsidiaries has full power to conduct the Business and is duly licensed or qualified to do business in each jurisdiction in which its business is carried on as at the Agreement Date, except where the failure to be so duly licensed or qualified or licensed would not have a Company Material Adverse Effect. To the Knowledge of the Company, there are no currently effective powers of attorney executed by or on behalf of the Company or its Subsidiaries (except, in the case of a Subsidiary, in favor of the Company or another Subsidiary).
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of its jurisdiction of organization. Each Subsidiary is in good standing under the laws of its jurisdiction of organization. Each Group Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified or in good standing (to the extent the applicable jurisdiction recognizes such concept), individually or in the aggregate with any such other failures, would reasonably be expected to be material to the Group Companies, as a whole.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Each Subsidiary is duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization. The Company and each Subsidiary has the corporate or similar power to own, operate, use, distribute and lease its properties and to conduct the Business. The Company and each Subsidiary is duly licensed or qualified to do business and, to the extent applicable, is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities makes such qualification or licensing necessary to the Business of the Company or its applicable Subsidiary, except where the failure to be so qualified or licensed or in good standing, individually or in the aggregate with any other such failures, would not reasonably be expected to result in a Material Adverse Effect with respect to the Company. Schedule 2.1(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary. 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 (other than restrictions pursuant to applicable securities laws), and all such shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to any preemptive right or right of first refusal created by statute, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, “put” or “call” rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiaries listed in Schedule 2.1(a) of the Company Disclosure Letter.
Organization, Standing, Power and Subsidiaries. (a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the limited liability company power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction where the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its activities make such qualification or licensing necessary to the business of the Company as currently conducted, except where the failure to be so qualified or licensed and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to the Company.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power to own, operate, use, distribute and lease its properties and to conduct the Business and is duly licensed or qualified to do business and is in good standing in each jurisdiction in each of the jurisdictions specified on Schedule 2.1(a) of the Company Disclosure Letter, except where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to have a Material Adverse Effect with respect to the Company. There are no outstanding and currently effective powers of attorneys executed by or on behalf of the Company.
Organization, Standing, Power and Subsidiaries. (a) The Company is a corporation duly organized and validly existing under the laws of the State of Israel. The Company has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing, individually or in the aggregate with any such other failures, would reasonably be expected to result in liability that is material to the Company. The Company is not in violation of any of the provisions of its Articles of Association.
Organization, Standing, Power and Subsidiaries. (a) The Company and the US Subsidiary are corporations duly organized, validly existing and, if applicable, in good standing under the laws of their jurisdiction of organization. The Company and the US Subsidiary have the corporate power to own, operate and lease their properties and to conduct their respective business and are duly qualified to do business and, as applicable, are in good standing in each jurisdiction where the failure to be so qualified or in good standing, individually or in the aggregate with any such other failures, could reasonably be expected to be material to the Company or the US Subsidiary. Except for the US Subsidiary, the Company has and, since its inception has had, no Subsidiaries or any equity or ownership interest, whether direct or indirect, in any Person. The Company is the owner of all of the issued and outstanding shares of capital stock of the US Subsidiary, free and clear of all Encumbrances, and all such shares are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by Legal Requirements, the certificate of incorporation and bylaws or other equivalent organizational or governing documents, as applicable, of the US Subsidiary or any Contract to which the US Subsidiary is a party or by which it is bound. There are no rights to purchase shares of capital stock or other securities convertible or exercisable for capital stock of the US Subsidiary.
Organization, Standing, Power and Subsidiaries. (a) Each of Parent and Merger Sub I is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and necessary Permits to own, operate, use, distribute and lease its properties and assets and to carry on its business as it is now being conducted. Merger Sub II is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all the limited liability company power and necessary Permits to own, operate, use, distribute and lease its properties and assets and to carry on its business as it is now being conducted. None of Parent, Merger Sub I or Merger Sub II is in violation of any of the provisions of its articles or certificate of incorporation, as applicable, or bylaws or equivalent organizational or governing documents. The Company and its Subsidiaries are duly qualified to do business and is in good standing in each of the jurisdictions in which such qualification is necessary, except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.
