Common use of Qualification, Organization, Subsidiaries, etc Clause in Contracts

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approved, qualified or licensed and in good standing would not reasonably be expected to have a Company Material Adverse Effect. A true, correct and complete list of all the Subsidiaries of the Company, identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Letter.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries Parent, Merger Sub and each Parent Subsidiary is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company conducted and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company (other than with respect to Parent’s due organization and its Subsidiaries, valid existence) where the failure to be so duly approvedorganized, validly existing, qualified or licensed and in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. A trueParent has filed with the SEC, correct prior to the date of this Agreement, a complete and complete list accurate copy of all the Subsidiaries Memorandum and Articles of Association of Parent (the “Parent Memorandum and Articles of Association”), as amended to the date hereof, and has made available to the Company, identifying prior to the date of this Agreement, complete and accurate copies of the articles of organization and operating agreement of Merger Sub. The Parent Memorandum and Articles of Association are in full force and effect and Parent is not in violation of the Parent Memorandum and Articles of Association, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The articles of organization of Merger Sub are in full force and effect and Merger Sub is not in violation of the articles of organization of Merger Sub, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, each Parent Joint Venture is a legal entity duly organized, validly existing and in good standing (iwith respect to jurisdictions that recognize such concept) under the name, Laws of its jurisdiction of incorporation or organization, organization and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity has all requisite corporate or similar interests of power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each such Subsidiaryjurisdiction where the ownership, (iii) the percentage of the outstanding share capital leasing or other equity or similar interests of each such Subsidiary owned by the Company and each operation of its other Subsidiaries assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, has not had and (iv) would not reasonably be expected to have, individually or in the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiaryaggregate, is set forth on Section 3.01(a) of the Company Disclosure Lettera Parent Material Adverse Effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its the Company Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedqualified or, qualified or licensed and where relevant, in good standing standing, (1) has not and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect and (2) has not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. A trueThe Company has filed with the SEC, correct prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete list and accurate copies of all the Subsidiaries certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company, identifying (i) ’s “significant subsidiaries” within the name, jurisdiction meaning of incorporation or organization, and type Rule 1-02 of entity of each such Subsidiary, (ii) the number and type Regulation S-X of the outstanding share capital or other equity or similar interests of SEC, each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person as currently in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Lettereffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries Company and each Company Subsidiary is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company conducted and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in (other than with respect to the case of the Company Company’s due organization and its Subsidiaries, valid existence) where the failure to be so duly approvedorganized, validly existing, qualified or licensed and in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. A trueThe Company has filed with the SEC, correct prior to the date of this Agreement, a complete and complete list accurate copy of all the Subsidiaries Company Articles. The Company Articles are in full force and effect and the Company is not in violation of the Company Articles, except for such violations as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, identifying each Company Joint Venture is a legal entity duly organized, validly existing and in good standing (iwith respect to jurisdictions that recognize such concept) under the name, Laws of its jurisdiction of incorporation or organization, organization and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity has all requisite corporate or similar interests of power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation in each such Subsidiaryjurisdiction where the ownership, (iii) the percentage of the outstanding share capital leasing or other equity or similar interests of each such Subsidiary owned by the Company and each operation of its other Subsidiaries assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing (with respect to jurisdictions that recognize such concept), or to have such power or authority, has not had and (iv) would not reasonably be expected to have, individually or in the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiaryaggregate, is set forth on Section 3.01(a) of the a Company Disclosure LetterMaterial Adverse Effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation legal entity duly incorporated, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business incorporation. Except as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each , each of the Company’s Subsidiaries is a legal entity duly organized, organized or incorporated (as applicable) and validly existing and in good standing under the laws Laws of its respective jurisdiction of organization or incorporation (as applicable). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company’s Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each of the Company and the Company’s Subsidiaries is qualified to do business and, where relevant, is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to have such power or authority be so qualified or, where relevant, in good standing, has not and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each The Company has filed with the SEC, prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and its Subsidiaries effect and the Company is duly qualified or licensed to do business and is not in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except in the case violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete and its Subsidiariesaccurate copies of the certificates of incorporation, where the failure to be so duly approvedbylaws, qualified certificate(s) of change of name, certificate(s) of merger and memorandum and articles of association, or licensed equivalent organizational or governing documents, of and in good standing would not reasonably be expected to have a Company Material Adverse Effect. A true, correct and complete list of all the Subsidiaries each of the Company, identifying (i) ’s “significant subsidiaries” within the name, jurisdiction meaning of incorporation or organization, and type Rule 1-02 of entity of each such Subsidiary, (ii) the number and type Regulation S-X of the outstanding share capital or other equity or similar interests of SEC, each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person as currently in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Lettereffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company Parent is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Maryland and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Parent is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to have such power be so qualified or, where relevant, in good standing, has not had and authority would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. Each of the Company’s Parent Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company conducted and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedorganized, validly existing, qualified or licensed and or, where relevant, in good standing standing, or to have such power or authority, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. A trueParent has filed with the SEC, correct prior to the date of this Agreement, complete and complete list of all the Subsidiaries accurate copies of the Company, identifying (i) the name, jurisdiction certificate of incorporation or organization, and type bylaws of entity of each such Subsidiary, Parent as amended to the date hereof (ii) the number “Parent Governing Documents”). The Parent Governing Documents are in full force and type effect and Parent is not in violation of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure LetterParent Governing Documents.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its the Company Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedqualified or, qualified or licensed and where relevant, in good standing standing, (1) has not and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect and (2) has not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Merger, prior to the Outside Date. A trueThe Company has filed with the SEC, correct prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete list and accurate copies of all the Subsidiaries certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s Subsidiaries, identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person as currently in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Lettereffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Maryland and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to have such power be so qualified or, where relevant, in good standing, has not had and authority would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Company Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, in good standing under the laws Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company conducted and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedorganized, validly existing, qualified or licensed and or, where relevant, in good standing standing, or to have such power or authority, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. A trueThe Company has filed with the SEC, correct prior to the date of this Agreement, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of either of the Company Governing Documents. The Company has made available to Parent complete list and accurate copies of all the Subsidiaries charter and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act), identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person as currently in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Lettereffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power and authority authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and and, to the extent legally applicable, in good standing under the laws Applicable Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction in which the property properties and assets owned, leased or operated by it or the nature of the business conducted by it makes such approvalsqualification, qualification licensing or licensing good standing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedqualified, qualified or licensed and in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. A The Company has made available to Parent prior to the date of this Agreement a true, correct and complete list of all the Subsidiaries copy of the Company, identifying (i) the name, jurisdiction certificate of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) bylaws of the Company Disclosure Letterin effect as of the date of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of organization. Except as would not be material to the Company and the Company Subsidiaries, taken as a whole, each Company Subsidiary is a legal entity duly organized and validly existing under the Laws of its respective jurisdiction of organization organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its the Company Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedqualified or, qualified or licensed and where relevant, in good standing standing, (1) has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect and (2) has not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions, including the Mergers, prior to the Outside Date. A trueThe Company has filed with the SEC, correct prior to the date hereof, a complete and accurate copy of the Company Governing Documents as amended to the date hereof. The Company Governing Documents are in full force and effect and the Company is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete list and accurate copies of all the Subsidiaries certificates of incorporation and bylaws, or equivalent organizational or governing documents, of and each of the Company, identifying (i) ’s “significant subsidiaries” within the name, jurisdiction meaning of incorporation or organization, and type Rule 1-02 of entity of each such Subsidiary, (ii) the number and type Regulation S-X of the outstanding share capital or other equity or similar interests SEC, each as currently in effect (including, for the avoidance of each such Subsidiarydoubt, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure LetterSlack Fund L.L.C.).

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation legal entity, duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State its jurisdiction of Delaware organization and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conductedconducted and is qualified to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to have be qualified to do business as a foreign corporation or other legal entity in such power and authority jurisdictions would not have or reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.1 of the Disclosure Letter lists each of the Subsidiaries of the Company as of the date hereof and its place or organization. (a) Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization and (b) each of the Company’s Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company conducted and its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other relevant legal entity in each jurisdiction in which where the property ownedownership, leased leasing or operated by it operation of its assets or the nature properties or conduct of the its business conducted by it makes requires such approvals, qualification or licensing necessaryqualification, except in the case of the Company foregoing clauses (a) and its Subsidiaries, (b) where the failure to be so duly approvedorganized, qualified validly existing or licensed and in good standing qualified, or to have such power or authority, would not have or reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. A true, correct The Company has made available to Parent true and complete list of all the Subsidiaries copies of the Company, identifying charter and bylaws (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests organizational documents) of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Significant Subsidiaries. Neither the Company nor any of its Significant Subsidiaries is in violation of any provisions of its charter and bylaws (iv) the percentage or similar organizational documents). Each of the outstanding share shares of capital stock or other equity securities (including partnership interests, limited liability company interests or similar interests other equity interests) (i) of each such of the Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and wholly owned, directly or indirectly, by the Company or by a direct or indirect wholly owned Subsidiary owned by of the Company, free and clear of any Liens and (ii) of each of the other Person in each such Subsidiary, is set forth on Section 3.01(a) Subsidiaries of the Company Disclosure Letteris wholly owned, directly or indirectly, by the Company or by a direct or indirect wholly owned Subsidiary of the Company.

Qualification, Organization, Subsidiaries, etc. (a) The Company Each of Parent and Merger Sub is a corporation corporation, limited liability company, limited partnership or other business entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State its respective jurisdiction of Delaware organization and has all requisite corporate corporate, limited liability company, limited partnership or other business entity (as the case may be) power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power power, authority and authority governmental approvals, has not and would not reasonably be expected to have to, individually or in the aggregate, materially delay or prevent the commencement or consummation of the Offer or the Merger by Parent or Merger Sub (a Company “Parent Material Adverse Effect”). Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing Parent and in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is Merger Sub are duly qualified or licensed as a foreign corporation to do business business, and is are in good standing standing, in each jurisdiction in which where the property character of the properties or assets owned, leased or operated by it or the nature of the its business conducted by it makes such approvals, qualification or licensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approved, qualified or licensed and in good standing has not had, and would not reasonably be expected to have have, a Company Parent Material Adverse Effect. A true, correct Parent has made available to the Company prior to the date of this Agreement a true and complete list of all the Subsidiaries copy of the Company, identifying (i) the name, jurisdiction certificates of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity bylaws or similar interests organizational documents of Parent and Merger Sub, in each such Subsidiary, (iii) case as amended through the percentage date hereof. Such certificates of the outstanding share capital or other equity incorporation and bylaws or similar interests of each such Subsidiary owned by the Company organizational documents are in full force and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Lettereffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power and authority authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s 's Subsidiaries is a legal entity duly organized, validly existing and and, to the extent legally applicable, in good standing under the laws Applicable Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized under Applicable Law) in each jurisdiction in which the property properties and assets owned, leased or operated by it or the nature of the business conducted by it makes such approvalsqualification, qualification licensing or licensing good standing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedqualified, qualified or licensed and in good standing standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. A The Company has made available to Parent prior to the date of this Agreement a true, correct and complete list of all the Subsidiaries copy of the Company, identifying (i) the name, jurisdiction certificate of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company and each of its other Subsidiaries and (iv) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by any other Person in each such Subsidiary, is set forth on Section 3.01(a) bylaws of the Company Disclosure Letterin effect as of the date of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) The Each of the Company and its Subsidiaries is a corporation corporation, limited liability company, limited partnership or other business entity duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State its respective jurisdiction of Delaware organization and has all requisite corporate corporate, limited liability company, limited partnership or other business entity (as the case may be) power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as presently conducted, except except, in the case of the Subsidiaries of the Company, where the failure to have such power and authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly so organized, validly existing and or in good standing under the laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to ownand, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approvedhave such power, qualified or licensed authority and in good standing governmental approvals, has not had, and would not reasonably be expected to have a Company Material Adverse Effect. A true, correct and complete list of all the Subsidiaries of the Company, identifying (i) the name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the number and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, (iii) the percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the The Company and each of its other Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and (iv) is in good standing, in each jurisdiction where the percentage character of the outstanding share capital properties or other equity assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure of any such Subsidiary to be so qualified or licensed and in good standing has not had, and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent prior to the date of this Agreement true and complete copies of the Company’s Articles of Organization and Amended and Restated By-laws and copies of similar interests organizational documents of each such Subsidiary owned by any other Person of its Subsidiaries, in each such Subsidiarycase as amended through the date hereof. Such Articles of Organization and Amended and Restated By-laws of the Company and, is except as set forth on in Section 3.01(a) 4.1 of the Company Disclosure LetterSchedules, such similar organizational documents of its Subsidiaries, are in full force and effect.