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

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its 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 and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character or operation of its 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 or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its 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 assets, 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 jurisdiction where the ownership, leasing, character or operation of its 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 standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate of incorporation and bylaws (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent Company is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its 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 assets, 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 jurisdiction where the ownership, leasing, character or operation of its 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 standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to the Company Parent prior to the date of this Agreement a true and complete copy of its certificate articles of incorporation and bylaws code of regulations (the “Parent Company Organizational Documents”) and has made available to the Company Parent prior to the date of this Agreement a true and complete copy of the certificate articles of incorporation and bylaws code of regulations or other equivalent organizational documents of each of its Subsidiaries, each as amended through the date hereof. Neither the Parent Company nor any Subsidiary of the Parent Company is in material violation of any provision of its certificate articles of incorporation or bylaws regulations (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent and its Subsidiaries Subsidiaries, including Merger Sub, 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 and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its 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 standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company prior to the date of this Agreement a true and complete copy of its certificate articles of incorporation and bylaws bylaws, each as amended through the date hereof and which are in full force and effect (the “Parent Organizational Documents”) and has made available to the Company prior to the date of this Agreement a true and complete copy of the certificate articles of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, including Merger Sub, each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents).

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, 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 and is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or or, where relevant, in good standing standing, or to have such power or authority, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement a true Agreement, complete and complete copy accurate copies of its certificate the Third Restated Certificate of incorporation and bylaws Incorporation of the Company (the “Parent Organizational DocumentsCompany Certificate of Incorporation”) and has made available to the Restated Bylaws of the Company prior to (the date of this Agreement a true and complete copy of the certificate of incorporation and bylaws or other equivalent organizational documents of each of its Subsidiaries, each “Company Bylaws”) as amended through to the date hereof. Neither The Company Certificate of Incorporation and the Parent nor any Subsidiary Company Bylaws are in full force and effect. None of the Parent Company or any of its Subsidiaries is in material violation of its Organizational Documents in any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)material respect.

Qualification, Organization, Subsidiaries, etc. (a) Each of Parent the Company and its the Company Subsidiaries is a legal entity duly organized, validly existing and and, where relevant, 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 and is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership, leasing, character leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or 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, individually or in the aggregate, a Parent Company Material Adverse Effect. Parent The Company has made available to filed with the Company SEC, prior to the date of this Agreement Agreement, a true complete and complete accurate copy of its certificate 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 incorporation and bylaws (either of the “Parent Organizational Company Governing Documents”) and . The Company has made available to Parent complete and accurate copies the Company prior to the date of this Agreement a true and complete copy of the certificate certificates of incorporation and bylaws bylaws, or other equivalent organizational documents or governing documents, of each of its Subsidiariesthe Company’s “significant subsidiaries” (as defined in Regulation S-X promulgated under the Securities Act) (each, a “Significant Company Subsidiary”), each as amended through the date hereof. Neither the Parent nor any Subsidiary of the Parent is currently in material violation of any provision of its certificate of incorporation or bylaws (or equivalent organizational documents)effect.