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

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 where the failure to be so duly approved, qualified or licensed and in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium Silver is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have have, a Titanium Silver Material Adverse Effect. Titanium Silver OP is a limited partnership duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Silver Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) Silver Merger Sub 1 and Silver Merger Sub 2 is a legal entity limited liability company duly organized, validly existing and in good standing under the laws of its respective jurisdiction the State of organization Delaware and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and limited liability company organizational powers required to carry on its business as presently now conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP the Silver Parties and their respective 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 where the failure to be so duly approved, qualified or licensed and in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Silver Material Adverse Effect. Titanium and Titanium OP have made available to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, and are not in violation of any of the provisions of such Organizational Documents.

Qualification, Organization, Subsidiaries, etc. Titanium (a) Parent is a corporation duly incorporatedincorporated and validly subsisting under the Canada Business Corporations Act (the “CBCA”). Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Michigan Delaware. Each of Parent and Merger Sub 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 and authority has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (Parent Subsidiary other than Titanium OP) Merger Sub is a legal entity duly organized, validly existing and and, where such concept is recognized, 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 be, where such power or authorityconcept is recognized, individually or in the aggregategood standing, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. Each of TitaniumParent, Titanium OP Merger Sub and their respective the other Parent Subsidiaries is duly qualified or licensed to do business and and, where such concept is recognized, 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 where the failure to be so duly approvedqualified or, qualified or licensed and where such concept is recognized, in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Parent Material Adverse Effect. Titanium and Titanium OP have made available Parent has filed with the SEC, prior to Silver true, correct and complete copies of their respective Organizational Documents, each as amended as of the date hereof, a complete and accurate copy of the restated certificate of incorporation and restated articles of incorporation, the certificate of amendment and articles of amendment and By-Law No. 1 of Parent (the “Parent Governing Documents”). The Parent Governing Documents are in full force and effect and Parent is not in violation of any the Parent Governing Documents. Parent has made available to the Company complete and accurate copies of the provisions certificates of such Organizational incorporation and bylaws, or equivalent organizational or governing documents, of Merger Sub and each Parent Subsidiary that constitutes a “significant subsidiary” of Parent within the meaning of Item 601(b)(21)(ii) of Regulation S-K as of December 31, 2017 including Merger Sub (collectively, the “Parent Subsidiary Governing Documents”). The Parent Subsidiary Governing Documents are in full force and effect and none of the Parent Subsidiaries is in violation of their respective Parent Subsidiary Governing Documents.

Qualification, Organization, Subsidiaries, etc. Titanium (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titaniumthe Company’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, to the extent legally applicable, 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, individually or in the aggregate, authority has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective 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 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, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have made available to Silver A true, correct and complete copies list of their respective Organizational Documents, each as amended as all the Subsidiaries of the date hereofCompany (excluding the Life Sciences Subsidiaries), identifying (i) the name, jurisdiction of incorporation or organization, and are not in violation type of any entity of each such Subsidiary, (ii) the number and type of the provisions outstanding share capital or other equity or similar interests of each such Organizational DocumentsSubsidiary, (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, (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 and (v) the number of shares of Company Common Stock owned by each such Subsidiary, is set forth on Section 3.01(a) of the Company Disclosure Letter.

Qualification, Organization, Subsidiaries, etc. Titanium is a corporation duly incorporated, validly existing and in good standing under the laws Each of the State of Michigan Company 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 has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and 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, individually or in the aggregate, has not had conducted and would not reasonably be expected to have a Titanium Material Adverse Effect. Each of Titanium, Titanium OP and their respective 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 where the failure to be so duly approvedorganized, validly existing, qualified or licensed and in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium As used in this Agreement, a “Company Material Adverse Effect” means an event or effect that is materially adverse to the business, financial condition or results of operations of the Company and Titanium OP have made available its Subsidiaries, taken as a whole, but shall not include events or effects relating to Silver trueor resulting from (i) changes in general economic or political conditions or the securities, correct credit or financial markets in general, except to the extent such change has a disproportionate effect on the Company and complete copies its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (ii) any decline in the market price or trading volume of their respective Organizational the Company’s securities (it being understood that the underlying cause of such decline may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition), (iii) general changes or developments in the industries or markets in which the Company and its Subsidiaries operate, including general changes in Law or regulation across such industries and markets, except to the extent such change has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (iv) the execution and delivery of this Agreement or the public announcement or pendency of the Offer or other transactions contemplated hereby or in the other Transaction Documents, each including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, customers, suppliers or partners, (v) the identity of Offeror or any of Offeror Members as amended the parties involved in the Offer, (vi) compliance with the terms of, or the taking of any action required by, this Agreement, including the actions permitted by the last sentence of Section 5.01 or required by Section 5.17(h)(ii) of the SPA, (vii) any acts of terrorism or war, except to the extent such act has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (viii) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, except to the extent such event has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, when compared to other companies operating in the same industries and markets in which the Company and its Subsidiaries operate, (ix) changes in applicable law, regulation or generally accepted accounting principles or the interpretation thereof after the date hereof, and are (x) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period (it being understood that the underlying cause of such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent it is not excluded by another clause of this definition), or (xi) any matter disclosed in violation of any Section 3.15 of the provisions of such Organizational DocumentsCompany Disclosure Letter.

Qualification, Organization, Subsidiaries, etc. Titanium The Company is a corporation an exempted company duly incorporated, validly existing and in good standing under the laws of the State of Michigan Bermuda 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 have such power and authority has not had, and would not reasonably be expected to have a Titanium Material Adverse Effect. Titanium OP is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties (if any) and assets and to carry on its business as presently conducted, except where the failure to have such power and authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titaniumthe Company’s Subsidiaries (other than Titanium OP) is a legal entity duly organized, validly existing and and, to the extent such concept is 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 (if any) and assets and to carry on its business as presently conducted, except where the failure to be so duly organized, validly existing or in good standing or have such power or authority, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Each of Titanium, Titanium OP the Company and their respective 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 approvals, qualification or licensing necessary, except 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, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Company Material Adverse Effect. Titanium and Titanium OP have The Company has made available to Silver Parent a true, correct and complete copies copy of their respective the Company Organizational DocumentsDocuments and the Organizational Documents of each material Subsidiary of the Company, in each case as amended in effect as of the date hereof, and are not in violation of any of the provisions of such Organizational Documentsthis Agreement.