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

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity duly organized, validly existing and in good standing under the 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. 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. Each of the Company and the Company Subsidiaries 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 be so qualified or, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction of organizationincorporation. Except as would not reasonably be material expected to have, individually or in the aggregate, a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect, each Company Subsidiary of the Company’s Subsidiaries is a legal entity duly organized or incorporated (as applicable) and validly existing under the Laws of its respective jurisdiction of organizationorganization 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 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 Company’s Subsidiaries is qualified to do business and 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 be so qualified or, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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 DateEffect. 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 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 and accurate copies of the certificates of incorporation incorporation, bylaws, certificate(s) of change of name, certificate(s) of merger and bylawsmemorandum and articles of association, or equivalent organizational or governing documents, of and each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in 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 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 laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization 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 the Company 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 where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of its assets the business conducted by it makes such approvals, qualification or properties or conduct of its business requires such qualificationlicensing necessary, except in the case of the Company and its Subsidiaries, where the failure to be so duly approved, qualified or, where relevant, or licensed and in good standing, (1) has not and standing would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect 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 (2iv) has not had and would notthe 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, either individually or in the aggregate, reasonably be expected to have a material adverse effect is set forth on the ability Section 3.01(a) of the Company to consummate the Transactions, including the Offer and the Merger, prior to the Outside Date. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effectDisclosure Letter.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction the State of organization. Except as would not be material to the Company Maryland 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. 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. Each of the The Company and the Company Subsidiaries 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 be so qualified or, where relevant, in good standing, (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect. Each of the Company Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and (2) 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 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, where relevant, in good standing, or to have such power or authority, has not had and would notnot reasonably be expected to have, 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 DateMaterial Adverse Effect. The Company has filed with the SEC, prior to the date hereofof 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 prior to the date hereof complete and accurate copies of the certificates of incorporation charter and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of (as defined in Regulation S-X of promulgated under the SECSecurities Act), each as currently in effect.

Qualification, Organization, Subsidiaries, etc. (a) The Each of the 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 of its jurisdiction of organization. Except as would not be material to the Company organization 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. 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. Each of the Company conducted and the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except (other than with respect to the Company’s due organization and valid existence) 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 would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the 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, each Company Joint Venture is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its 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 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, where relevant, or in good standingstanding (with respect to jurisdictions that recognize such concept), (1) or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effectEffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company Each of 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 of its jurisdiction of organization. Except as would not be material to the Company organization 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. 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. Each of the Company conducted and the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except (other than with respect to Parent’s due organization and valid existence) 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 would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has filed with the SEC, prior to the date of this Agreement, a complete and accurate copy of the 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, 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 (with respect to jurisdictions that recognize such concept) under the Laws of its 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 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, where relevant, or in good standingstanding (with respect to jurisdictions that recognize such concept), (1) or to have such power or authority, has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect 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. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effectEffect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity duly organized, validly existing and in good standing under the 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. 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. Each of the Company and the Company Subsidiaries 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 be so qualified or, where relevant, in good standing, (1) has not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SECSubsidiaries, each as currently in effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its the jurisdiction of organization. Except its incorporation, organization or formation, as would not be material to the Company applicable, 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. 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 assets, and to carry on its business the Business as presently conductedconducted by it. Each of the The Company and the Company each of its Subsidiaries is duly qualified to do business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) as a foreign corporation or other entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business portion of the Business requires such qualification, except where the failure to be so qualified or, where relevant, in good standing, standing (1x) has not been and would not reasonably be expected to havebe, individually or in the aggregate, material to the Business (taken as a Company Material Adverse Effect and whole) or (2y) has would not had and would not, either individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially hinder or delay any of the Transactions or the transactions contemplated by any of the Definitive Documents or affect the ability of the Company and its Subsidiaries to consummate perform their obligations under this Agreement, the Transactions, including Restructuring Term Sheet or any of the Offer and the Merger, prior to the Outside DateDefinitive Documents. The Company has filed with does not own, directly or indirectly, any capital stock or other Equity Interests of any Person other than the SEC, prior Company Subsidiaries. Prior to the date hereofof this Agreement, the Company has made available to the Supporting Lenders a complete and accurate copy of the organizational documents of the Company Governing Documents and each of its Subsidiaries as amended to in effect on the date hereofof this Agreement. The Company Governing Documents are in full force and effect and None of the Company or its Subsidiaries is not in violation of the Company Governing Documents. The Company has made available to Parent prior to the date hereof complete and accurate copies any of the certificates provisions of its certificate of incorporation and bylaws, or bylaws (or equivalent organizational documents), in each case, except for violations that (i) have not been and would not reasonably be expected to be, individually or governing documentsin the aggregate, of each material to the Business (taken as a whole) and (ii) would not reasonably be expected to prevent or materially hinder or delay any of the Company’s “significant subsidiaries” within Transactions or the meaning of Rule 1-02 of Regulation S-X transactions contemplated by any of the SECDefinitive Documents or affect the ability of the Company or its Subsidiaries to perform their respective obligations under this Agreement, each as currently in effectthe Restructuring Term Sheet or any of the Definitive Documents.

Qualification, Organization, Subsidiaries, etc. (a) The Company Parent is a legal entity corporation duly organizedincorporated, validly existing and in good standing under the Laws of its jurisdiction the State of organization. Except as would not be material to the Company Maryland 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. 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. Each of the Company and the Company Subsidiaries 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 be so qualified or, where relevant, in good standing, (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect Effect. Each of the Parent Subsidiaries is a legal entity duly organized, validly existing and, where relevant, in good standing under the Laws of its respective jurisdiction of organization and (2) 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 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, where relevant, in good standing, or to have such power or authority, has not had and would notnot reasonably be expected to have, 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 DateParent Material Adverse Effect. The Company Parent has filed with the SEC, prior to the date hereofof this Agreement, a complete and accurate copy copies of the Company Governing Documents certificate of incorporation and bylaws of Parent as amended to the date hereofhereof (the “Parent Governing Documents”). The Company Parent Governing Documents are in full force and effect and the Company Parent is not in violation of the Company Parent Governing Documents. The Company has made available to Parent prior to the date hereof complete and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in 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. 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 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 laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization 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 has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company 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 where in which the ownershipproperty owned, leasing leased or operation 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 assets or properties or conduct of its business requires such qualificationSubsidiaries, except where the failure to be so duly approved, qualified or, where relevant, or licensed and in good standing, (1) standing has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect. A true, correct and (2) has not had and would not, either individually or in complete list of all the aggregate, reasonably be expected to have a material adverse effect on the ability Subsidiaries of the Company to consummate (excluding the TransactionsLife Sciences Subsidiaries), including identifying (i) the Offer name, jurisdiction of incorporation or organization, and type of entity of each such Subsidiary, (ii) the Mergernumber and type of the outstanding share capital or other equity or similar interests of each such Subsidiary, prior to (iii) the Outside Date. The percentage of the outstanding share capital or other equity or similar interests of each such Subsidiary owned by the Company has filed with and each of its other Subsidiaries, (iv) the SECpercentage 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, prior to the date hereof, a complete and accurate copy is set forth on Section 3.01(a) 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effectDisclosure Letter.

Qualification, Organization, Subsidiaries, etc. (a) The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of Bermuda and has all requisite power and authority necessary 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 Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the 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 Applicable Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization and the Company Subsidiaries 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 Company Material Adverse Effect. Each of the Company and the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity (where such concept is recognized under Applicable Law) in each jurisdiction where in which the ownershipproperties and assets owned, leasing leased or operation 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 assets or properties or conduct of its business requires such qualificationSubsidiaries, except where the failure to be so duly approved, qualified or, where relevant, or licensed and in good standing, (1) individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect 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. 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 effect and the Company is not in violation of the Company Governing DocumentsEffect. The Company has made available to Parent prior to the date hereof a true, correct and complete and accurate copies copy of the certificates of incorporation Company Organizational Documents and bylaws, or equivalent organizational or governing documents, the Organizational Documents of each material Subsidiary of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X , in each case as in effect as of the SEC, each as currently in effectdate of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) The Company Each of Parent and Merger Sub is a legal corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the 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. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization and the Company Subsidiaries has all requisite corporate corporate, limited liability company, limited partnership or similar 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, authority and governmental approvals, has not and would not reasonably be expected 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 “Parent Material Adverse Effect”). Each of the Company Parent and the Company Subsidiaries is Merger Sub are duly qualified to do business and is in good standing or licensed as a foreign corporation or other entity to do business, and are in good standing, in each jurisdiction where the ownership, leasing or operation character of its assets or the properties or conduct assets owned, leased or operated by it or the nature of its business requires makes such qualificationqualification or licensing necessary, except where the failure to be so qualified or, where relevant, or licensed and in good standing, (1) standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect and (2) Effect. Parent has not had and would not, either individually or in the aggregate, reasonably be expected made available 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. The Company has filed with the SEC, prior to the date hereof, of this Agreement a true and 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 and accurate copies of the certificates of incorporation and bylawsbylaws or similar organizational documents of Parent and Merger Sub, in each case as amended through the date hereof. Such certificates of incorporation and bylaws or equivalent similar organizational or governing documents, of each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently documents are in full force and effect.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity entity, duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Except as would not be material to the Company organization 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. 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. Each of the Company conducted and the Company Subsidiaries 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 be so qualified or, where relevant, to do business as a foreign corporation or other legal entity in good standing, (1) has not and such jurisdictions would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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 of its respective jurisdiction of organization and (2b) 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 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 in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing or qualified, or to have such power or authority, would not had and would nothave or reasonably be expected to have, 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. 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 effect and the Company is not in violation of the Company Governing DocumentsMaterial Adverse Effect. The Company has made available to Parent prior to the date hereof true and complete and accurate copies of the certificates charter and bylaws (or similar organizational documents) of incorporation the Company and bylawseach of its Significant Subsidiaries. Neither the Company nor any of its Significant Subsidiaries is in violation of any provisions of its charter and bylaws (or similar organizational documents). Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or equivalent organizational or governing documents, other equity interests) (i) of each of the Company’s “significant subsidiaries” within Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and wholly owned, directly or indirectly, by the meaning of Rule 1-02 of Regulation S-X Company or by a direct or indirect wholly owned Subsidiary of the SECCompany, free and clear of any Liens and (ii) of each as currently in effectof the other Subsidiaries of the Company is 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 Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the 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. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, organization and (b) each of the Company and the Company its Significant 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 conducted and the Company Subsidiaries 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 in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or, where relevant, or in good standing, (1) has not and or to have such power or authority, would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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. 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 effect and the Company is not in violation of the Company Governing DocumentsEffect. The Company has made available to Parent prior to the date hereof true and complete and accurate copies of the certificates charter and bylaws (or similar organizational documents) of incorporation the Company and bylawseach of its Significant Subsidiaries. Section 4.1 of the Company Disclosure Letter sets forth a true and complete list of each Significant Subsidiary of the Company and each Significant Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or equivalent organizational or governing documents, other equity interests) (i) of each of the Company’s “significant subsidiaries” within Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by the meaning of Rule 1-02 of Regulation S-X Company or by a direct or indirect wholly owned Subsidiary of the SECCompany, free and clear of any Liens and (ii) of each as currently in effectof the other Subsidiaries of the Company is 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 is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all 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, 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 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 Applicable Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization 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 be in good standing or to have such power or 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 the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity (where such concept is recognized under Applicable Law) in each jurisdiction where in which the ownershipproperties and assets owned, leasing leased or operation operated by it or the nature of its assets or properties or conduct of its the business requires conducted by it makes such qualification, licensing or good standing necessary, except where the failure to be so qualified orqualified, where relevant, licensed and in good standing, (1) individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect 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. 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 effect and the Company is not in violation of the Company Governing DocumentsEffect. The Company has made available to Parent prior to the date hereof of this Agreement a true, correct and complete and accurate copies copy of the certificates certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each bylaws of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X Company in effect as of the SEC, each as currently in effectdate 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 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, 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 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 Applicable Laws of its respective jurisdiction of organization. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization 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 be in good standing or to have such power or 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 the Company its Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other entity (where such concept is recognized under Applicable Law) in each jurisdiction where in which the ownershipproperties and assets owned, leasing leased or operation operated by it or the nature of its assets or properties or conduct of its the business requires conducted by it makes such qualification, licensing or good standing necessary, except where the failure to be so qualified orqualified, where relevant, licensed and in good standing, (1) individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect 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. 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 effect and the Company is not in violation of the Company Governing DocumentsEffect. The Company has made available to Parent prior to the date hereof of this Agreement a true, correct and complete and accurate copies copy of the certificates certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each bylaws of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X Company in effect as of the SEC, each as currently in effectdate of this Agreement.

Qualification, Organization, Subsidiaries, etc. (a) The Company is a legal entity duly organized, validly existing and in good standing under the 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. 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. Each of the Company and the Company Subsidiaries 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 be so qualified or, where relevant, in good standing, (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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 MergerMergers, prior to the Outside Date. 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 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 and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of and each of the Company’s “significant subsidiaries” within the meaning of Rule 1-02 of Regulation S-X of the SEC, each as currently in effecteffect (including, for the avoidance of doubt, Slack Fund L.L.C.).

Qualification, Organization, Subsidiaries, etc. (a) The Each of the Company and its Subsidiaries is a legal corporation, limited liability company, limited partnership or other business entity duly organized, validly existing and in good standing under the 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. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company organization and the Company Subsidiaries has all requisite corporate corporate, limited liability company, limited partnership or similar 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. Each , except, in the case of the Company and Subsidiaries of the Company Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownershipCompany, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified ororganized, existing or in good standing and, in the case of the Company and its Subsidiaries, where relevantthe failure to have such power, in good standingauthority and governmental approvals, (1) has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect Effect. The Company and (2) each of its Subsidiaries is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or 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 had, and would not, either individually or in the aggregate, not 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. 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 effect and the Company is not in violation of the Company Governing DocumentsMaterial Adverse Effect. The Company has made available to Parent prior to the date hereof of this Agreement true and complete and accurate copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries” within Articles of Organization and Amended and Restated By-laws and copies of similar organizational documents of each of its Subsidiaries, in each case as amended through the meaning date hereof. Such Articles of Rule 1Organization and Amended and Restated By-02 of Regulation S-X laws of the SECCompany and, each except as currently set forth in Section 4.1 of the Company Disclosure Schedules, such similar organizational documents of its Subsidiaries, are in full force and effect.

Qualification, Organization, Subsidiaries, etc. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. (a) The Company Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing under the 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. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, organization and (b) each of the Company and the Company its 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 conducted and the Company Subsidiaries 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 in the case of the foregoing clauses (a) and (b) where the failure to be so organized, validly existing, qualified or, where relevant, or in good standing, (1) or to have such power or authority, has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect 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. 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 effect and the Company is not in violation of the Company Governing DocumentsEffect. The Company has made available to Parent prior to the date hereof true and complete and accurate copies of the certificates charter and bylaws (or similar organizational documents) of incorporation the Company and bylawseach of its Subsidiaries. Section 4.1 of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and each Subsidiary’s jurisdiction of organization. Each of the outstanding shares of capital stock or other equity securities (including partnership interests, limited liability company interests or equivalent organizational or governing documents, other equity interests) (i) of each of the Company’s “significant subsidiaries” within Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned, directly or indirectly, by the meaning of Rule 1-02 of Regulation S-X Company or by a direct or indirect wholly owned Subsidiary of the SECCompany, free and clear of any Liens and (ii) of each as currently in effectof the other Subsidiaries of the Company is owned, directly or indirectly, by the Company or by a direct or indirect wholly owned Subsidiary of the Company.