Common use of Certain Corporate Matters Clause in Contracts

Certain Corporate Matters. Each of Media USA and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. Each of Media USA and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Each of Media USA and Merger Sub has delivered to JDCO true, accurate and complete copies of its Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Boards of Directors of Media USA and Merger Sub previously furnished to JDCO are complete and correct in all material respects. The stock records of Media USA and Merger Sub and the stockholder lists of Media USA and Merger Sub previously furnished to JDCO are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Media USA’s and Merger Sub’s capital stock and any other outstanding securities issued by Media USA and Merger Sub. Neither Media USA nor Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any material respect. Neither Media USA nor Merger Sub is in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Media USA has delivered to JDCO and the JDCO shareholders a complete copy of Media USA’s financial records and tax returns from Media USA’s inception to the Closing Date.

Certain Corporate Matters. Each of Media USA Trafalgar and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. Each of Media USA Trafalgar and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Each of Media USA Trafalgar and Merger Sub has delivered to JDCO Cyberkinetics true, accurate and complete copies of its Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Boards of Directors of Media USA Trafalgar and Merger Sub previously furnished to JDCO Cyberkinetics are complete and correct in all material respects. The stock records of Media USA Trafalgar and Merger Sub and the stockholder lists of Media USA Trafalgar and Merger Sub previously furnished to JDCO Cyberkinetics are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Media USATrafalgar’s and Merger Sub’s capital stock and any other outstanding securities issued by Media USA Trafalgar and Merger Sub. Neither Media USA Trafalgar nor Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any material respect. Neither Media USA Trafalgar nor Merger Sub is in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Media USA Trafalgar has delivered to JDCO Cyberkinetics and the JDCO Cyberkinetics shareholders a complete copy of Media USATrafalgar’s financial records and tax returns from Media USATrafalgar’s inception to the Closing Date.

Certain Corporate Matters. Each of Media USA VHS and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations operations, prospects or business. Each of Media USA VHS and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it, other than the lack of such licenses or permits which do not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations, prospects or business. Each of Media USA VHS and Merger Sub has delivered to JDCO OnPoint true, accurate and complete copies of its Articles of Incorporation or Certificate of Incorporation, as applicable, and Bylaws, Bylaws which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Boards of Directors of Media USA VHS and Merger Sub previously furnished to JDCO OnPoint are complete and correct in all material respects. The stock records of Media USA VHS and Merger Sub and the stockholder lists of Media USA VHS and Merger Sub previously furnished to JDCO OnPoint are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Media USAVHS’s and Merger Sub’s capital stock and any other outstanding securities issued by Media USA VHS and Merger Sub. Neither Media USA nor None of VHS or Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Certificate of Incorporation, as applicable, or Bylaws in any material respect. Neither Media USA nor None of VHS or Merger Sub is in any material default or in violation of any restriction, lienLien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Media USA VHS has delivered to JDCO and the JDCO shareholders OnPoint a complete copy of Media USAVHS’s financial records and tax returns from Media USAVHS’s inception to the Closing Date.

Certain Corporate Matters. Each of Media USA LB Center and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. Each of Media USA LB Center and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Each of Media USA LB Center and Merger Sub has delivered to JDCO Berman Center true, accurate and complete copies of its Articles of Incorporation Ixxxxxxration and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Boards of Directors of Media USA LB Center and Merger Sub previously furnished to JDCO Berman Center are complete and correct in all material respects. The stock xxxxx records of Media USA LB Center and Merger Sub and the stockholder lists of Media USA LB Center and Merger Sub previously furnished to JDCO Berman Center are complete and correct in all material respects and accurately axxxxxxely reflect the record ownership and the beneficial ownership of all the outstanding shares of Media USA’s LB Center's and Merger Sub’s 's capital stock and any other outstanding securities issued by Media USA LB Center and Merger Sub. Neither Media USA LB Center nor Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any material respect. Neither Media USA LB Center nor Merger Sub is in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Media USA LB Center has delivered to JDCO Berman Center and the JDCO Berman Center shareholders a complete copy of Media USA’s LX Xxxxer's financial records rxxxxxx and tax returns from Media USA’s LB Center's inception to the Closing Date.

Certain Corporate Matters. Each of Media USA Salmon and Merger Sub is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of its properties or nature of its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. Each of Media USA Salmon and Merger Sub has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. Each of Media USA Salmon and Merger Sub has delivered to JDCO MicroMed true, accurate and complete copies of its Articles of Incorporation and Bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the stockholders and Boards of Directors of Media USA Salmon and Merger Sub previously furnished to JDCO MicroMed are complete and correct in all material respects. The stock records of Media USA Salmon and Merger Sub and the stockholder lists of Media USA Salmon and Merger Sub previously furnished to JDCO MicroMed are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of Media USASalmon’s and Merger Sub’s capital stock and any other outstanding securities issued by Media USA Salmon and Merger Sub. Neither Media USA Salmon nor Merger Sub is in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any material respect. Neither Media USA Salmon nor Merger Sub is in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Media USA Salmon has delivered to JDCO MicroMed and the JDCO MicroMed shareholders a complete copy of Media USASalmon’s financial records and tax returns from Media USASalmon’s inception to the Closing Date.