Common use of Due Organization; Subsidiaries; Etc Clause in Contracts

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company is 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 has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is qualified or licensed to do business as a foreign corporation or other entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests of each of the Company’s Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the capital stock of the Company’s Subsidiaries, no Acquired Company owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 2.1 of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests of any nature in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of of, any Entity. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1 of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock of the Company’s Subsidiariesother Acquired Corporations held by the Company or another Acquired Corporation, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company Company’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize where such conceptconcept is recognized under applicable Legal Requirements) under the laws Legal Requirements of the jurisdiction of its jurisdiction of organization, except as has not had, and for such failures to be in good standing that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired A list of the Company’s Subsidiaries and their jurisdictions of organization is set forth on Section 3.1(a) of the Company has Disclosure Schedule. The Company and each of its Subsidiaries have all necessary power and authority: (i) to conduct its business their businesses in the manner in which its business is their businesses are currently being conducted conducted; and (ii) to own and use its their assets in the manner in which its their assets are currently owned and used, except in the case of each case, except of subsections (i) and (ii) as has not had, and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Acquired Company is qualified or licensed to do business as a foreign corporation or other entity, and is in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the nature of its business requires such qualification or licensing, except Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each of its Subsidiaries are qualified or licensed to do business as a foreign corporation, and are in good standing, in each jurisdiction where the nature of its business requires such qualification or licensing. No Subsidiary of the Company owns any shares of Company Common Stock. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s its Subsidiaries, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. All of the issued and outstanding shares of capital stock of the Company and each of its Subsidiaries have been duly authorized and validly issued in accordance with applicable law and are fully paid or credited as fully paid and non-assessable. Except for the shares of capital stock of each of the Company’s Subsidiaries, no Acquired neither the Company nor any of its Subsidiaries owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and collectively, the “Acquired Corporations”). Each such 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 the jurisdiction of its incorporation, formation or organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectapplicable. Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding capital stock, ordinary shares, other equity interests of each or other securities of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the outstanding capital stock stock, ordinary shares, other equity interests or other securities of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, or is party to any Contracts to acquire, directly or indirectly, any capital stock or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or other equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1 of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each , and the Company’s only Subsidiary of the Company is Constellation Securities Corporation, a corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of its jurisdiction the State of organizationMassachusetts (Company and such Subsidiary, except as has not hadan “Acquired Corporation” and, and would not reasonably be expected to havecollectively, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has would not hadhave, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure would not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporation, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporation held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and the Company’s only Subsidiaries are set forth on Section 3.1(a) of the Company is duly organizedDisclosure Schedule (the Company and each such Subsidiary, validly existing an “Acquired Corporation” and in good standing (with respect to jurisdictions that recognize such concept) under collectively, the laws of its jurisdiction of organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where such failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary New York, and the Company’s only Subsidiaries are set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Company” and collectively, the “Acquired Companies”). Each such 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 the jurisdiction of its incorporation, formation or organization, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectapplicable. Each Acquired Company has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company owns, directly or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record indirectly, all of the outstanding shares of capital stock, ordinary shares, or other equity interests of each of the Company’s Subsidiariesother Acquired Companies, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the outstanding shares of capital stock stock, ordinary shares or other equity interests of the other Acquired Companies held by the Company’s Subsidiaries, directly or indirectly, no Acquired Company owns, directly or indirectly, any capital stock stock, ordinary shares or other equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock stock, ordinary shares or other equity interests of any Entity.

Due Organization; Subsidiaries; Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary , and each of the Company Company’s Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize where such conceptconcept is recognized under applicable Legal Requirements) under the laws Legal Requirements of the jurisdiction of its jurisdiction of organization, except as has not hadand is set forth on Section 3.1 of the Company Disclosure Schedule (the Company and each such Subsidiary, an “Acquired Corporation” and would not reasonably be expected to havecollectively, individually or in the aggregate, a Material Adverse Effect“Acquired Corporations”). Each Acquired Company Corporation has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted conducted; and (ii) to own and use its assets in the manner in which its assets are currently owned and used, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company Corporation is qualified or licensed to do business as a foreign corporation or other entitycorporation, and is in good standing (with respect to jurisdictions that recognize such concept)standing, in each jurisdiction where the nature of its business requires such qualification or licensing, except as where the failure does not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company or one of its direct or indirect wholly owned Subsidiaries owns beneficially and of record all of the outstanding equity interests shares of each capital stock or ordinary shares of the Company’s Subsidiariesother Acquired Corporations, free and clear of all Encumbrances and transfer restrictions, except for Encumbrances or and transfer restrictions of general applicability as may be provided under the Securities Act or applicable securities laws. Except for the shares of capital stock or ordinary shares of the other Acquired Corporations held by the Company’s Subsidiaries, no Acquired Company Corporation owns, directly or indirectly, any capital stock or equity interests in, or subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire, or other securities convertible into or exchangeable or exercisable for, any capital stock or equity interests of any Entity. None of the Acquired Corporations has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity.