Common use of Subsidiaries; Acquisitions Clause in Contracts

Subsidiaries; Acquisitions. (a) The Company's subsidiaries and -------------------------- investments in any other corporation or business organization are listed in Schedule 2.4(a) (collectively, the "Subsidiaries" or individually, a --------------- "Subsidiary"). Except as set forth in Schedule 2.4(a), each Subsidiary of the --------------- Company is a duly organized, validly existing corporation in good standing under the laws of the jurisdiction of its incorporation with full corporate power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.4(a), all of the outstanding shares of capital stock of --------------- each Subsidiary are owned beneficially and of record by the Company free of any Lien and said shares have been duly and validly issued and are outstanding, fully paid and non-assessable. The copies of the Articles of Incorporation as amended to date, of each Subsidiary certified by the Secretary of State of the jurisdiction in which each Subsidiary is organized and of each Subsidiary's Code of Regulations, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles of Incorporation (or comparable document) or Code of Regulations. Each Subsidiary is duly qualified to do business as a foreign corporation where the nature of the conduct of its business makes its qualification so necessary, except where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the business, assets, properties, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). Except as disclosed in Schedule 2.4(a), there are no --------------- outstanding, subscriptions, calls, warrants, options, rights, commitments, preemptive rights or arrangements or agreements to purchase or acquire any of the shares of capital stock of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. (b) Except as set forth in Schedule 2.4(b) attached hereto, the --------------- Company does not have any rights, warrants or options (the "Acquisition Rights") to purchase or acquire the capital stock or all or substantially all of the assets of any other corporation or business organization (an "Acquisition"). Schedule 2.4(b) attached hereto sets forth the name of each of the entities --------------- subject to any Acquisition Rights, the type of transaction contemplated by the parties in each Acquisition, the termination rights, if any, associated with such Acquisition Rights, and whether or not the consummation of the transactions contemplated by this Agreement requires the consent of any other party to such transaction. Each of the Acquisition Rights is fully enforceable, and will remain so, after the Closing.

Subsidiaries; Acquisitions. (a) The Company's subsidiaries and -------------------------- investments in any other corporation or business organization are listed in Schedule 2.4(a) (collectively, but excluding Prism Partners and Prism Merchandising Group, the "Subsidiaries" or individually, a --------------- "Subsidiary"). Except as set forth in Schedule 2.4(a), each Subsidiary of the --------------- Company is a duly organized, validly existing corporation and in good standing under the laws of the jurisdiction of its incorporation with full corporate corporate, or partnership, as the case may be, power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule 2.4(a), all of the outstanding shares of capital stock or other equity interests of --------------- each Subsidiary are owned beneficially and of record by the Company free of any Lien and said shares or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. The copies of the Articles articles of Incorporation incorporation (or comparable document) as amended to date, of each Subsidiary certified by the Secretary of State of the jurisdiction in which each Subsidiary is organized and of each Subsidiary's Code of Regulationsby-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles articles of Incorporation incorporation (or comparable document) or Code of Regulationsby-laws (or comparable document). Each Subsidiary is duly qualified to do business as a foreign corporation , or partnership, as the case may be, where the nature of the conduct of its business makes its qualification so necessary, except where the failure to be so qualified could not reasonably be expected to not, individually or in the aggregate, have a material adverse effect on the business, assets, properties, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). Except as disclosed in Schedule 2.4(a), there are no --------------- outstanding, subscriptions, calls, warrants, options, rights, commitments, preemptive rights or arrangements or agreements to purchase or acquire any of the shares of capital stock of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. (b) Except as set forth in Schedule 2.4(b) attached hereto, the --------------- Company does not have any rights, warrants or options (the "Acquisition Rights") to purchase or acquire the capital stock or all or substantially all of the assets of any other corporation or business organization (an "Acquisition"). Schedule 2.4(b) attached hereto sets forth the name of each of the entities --------------- subject to any Acquisition Rights, the type of transaction contemplated by the parties in each Acquisition, the termination rights, if any, associated with such Acquisition Rights, and whether or not the consummation of the transactions contemplated by this Agreement requires the consent of any other party to such transaction. Each of the Acquisition Rights is fully enforceable, and will remain so, after the Closing.

Subsidiaries; Acquisitions. (a) The Company's subsidiaries and -------------------------- investments in any other corporation or business organization are listed in Schedule SCHEDULE 2.4(a) (collectively, but excluding Prism Partners and Prism Merchandising Group, the "Subsidiaries" or individually, a --------------- "Subsidiary"). Except as set forth in Schedule SCHEDULE 2.4(a), each Subsidiary of the --------------- Company is a duly organized, validly existing corporation and in good standing under the laws of the jurisdiction of its incorporation with full corporate corporate, or partnership, as the case may be, power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. Except as disclosed in Schedule SCHEDULE 2.4(a), all of the outstanding shares of capital stock or other equity interests of --------------- each Subsidiary are owned beneficially and of record by the Company free of any Lien and said shares or other equity interests have been duly and validly issued and are outstanding, fully paid and non-assessable. The copies of the Articles articles of Incorporation incorporation (or comparable document) as amended to date, of each Subsidiary certified by the Secretary of State of the jurisdiction in which each Subsidiary is organized and of each Subsidiary's Code of Regulationsby-laws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Buyer's counsel, are complete and correct, and no amendments thereto are pending. None of the Subsidiaries is in violation of any term of its Articles articles of Incorporation incorporation (or comparable document) or Code of Regulationsby-laws (or comparable document). Each Subsidiary is duly qualified to do business as a foreign corporation , or partnership, as the case may be, where the nature of the conduct of its business makes its qualification so necessary, except where the failure to be so qualified could not reasonably be expected to not, individually or in the aggregate, have a material adverse effect on the business, assets, properties, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole (a "Material Adverse Effect"). Except as disclosed in Schedule SCHEDULE 2.4(a), there are no --------------- outstanding, subscriptions, calls, warrants, options, rights, commitments, preemptive rights or arrangements or agreements to purchase or acquire any of the shares of capital stock of any Subsidiary, or any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. (b) Except as set forth in Schedule SCHEDULE 2.4(b) attached hereto, the --------------- Company does not have any rights, warrants or options (the "Acquisition Rights") to purchase or acquire the capital stock or all or substantially all of the assets of any other corporation or business organization (an "Acquisition"). Schedule SCHEDULE 2.4(b) attached hereto sets forth the name of each of the entities --------------- subject to any Acquisition Rights, the type of transaction contemplated by the parties in each Acquisition, the termination rights, if any, associated with such Acquisition Rights, and whether or not the consummation of the transactions contemplated by this Agreement requires the consent of any other party to such transaction. Each of the Acquisition Rights is fully enforceable, and will remain so, after the Closing.