Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Corporations has all necessary power and authority to (a) conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure Schedule. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet Corporations”. None of the SafeNet Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Company Organization Documents”). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule are collectively referred to herein as the “SafeNet Acquired Corporations”. None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet AngioDynamics Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet AngioDynamics Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet AngioDynamics Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet AngioDynamics Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet AngioDynamics Corporations, including all amendments thereto (collectively, the “"Parent Organization Documents”"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "AngioDynamics Corporations”". None of the SafeNet AngioDynamics Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet AngioDynamics Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Dynasil Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Dynasil Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet Dynasil Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Dynasil Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Dynasil Corporations, including all amendments thereto (collectively, the “"Parent Organization Documents”"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Dynasil Corporations”". None of the SafeNet Dynasil Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Dynasil Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate articles of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent Company Organization Documents”). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure Schedule Letter are collectively referred to herein as the “SafeNet Acquired Corporations”. None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet ▇▇▇▇ Corporations which is a “significant subsidiary” (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet ▇▇▇▇ Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet ▇▇▇▇ Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet ▇▇▇▇ Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet ▇▇▇▇ Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule Letter are collectively referred to herein as the “SafeNet ▇▇▇▇ Corporations”. None of the SafeNet ▇▇▇▇ Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet ▇▇▇▇ Corporations’ interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet ▇▇▇▇ Corporations which is a “significant subsidiary” "SIGNIFICANT SUBSIDIARY" (as defined in Regulation S-X) of Parent is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet ▇▇▇▇ Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Material Contracts. Each of the SafeNet ▇▇▇▇ Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet ▇▇▇▇ Corporations. Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet ▇▇▇▇ Corporations, including all amendments thereto (collectively, the “Parent Organization Documents”"PARENT ORGANIZATION DOCUMENTS"). Parent has no Subsidiaries, except for the corporations identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter. Parent and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule Letter are collectively referred to herein as the “SafeNet Corporations”"▇▇▇▇ CORPORATIONS". None of the SafeNet ▇▇▇▇ Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet ▇▇▇▇ Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 of the Parent Disclosure ScheduleLetter.

Due Organization; Subsidiaries. Parent The Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation, and each of the other SafeNet Acquired Corporations which is a “"significant subsidiary” " (as defined in Regulation S-X) of Parent the Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction of its incorporation or formation. Each of the SafeNet Acquired Corporations has all necessary power and authority to authority: (a) to conduct its business in the manner in which its business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used; and (c) to perform its material obligations under all Parent Company Material Contracts. Each of the SafeNet Acquired Corporations is qualified to do business as a foreign corporation, and is in good standing, under the Legal Requirements of all jurisdictions where the failure to be so qualified would have a Material Adverse Effect on the SafeNet Acquired Corporations. Parent The Company has delivered or made available to the Company Parent accurate and complete copies of the certificate of incorporation, bylaws and other charter or organizational documents of each of the SafeNet Acquired Corporations, including all amendments thereto (collectively, the “Parent "Company Organization Documents”"). Parent The Company has no Subsidiaries, except for the corporations identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter. Parent The Company and each of its Subsidiaries identified in Schedule 3.1 of the Parent Disclosure Schedule are collectively referred to herein as the “SafeNet "Acquired Corporations”". None of the SafeNet Acquired Corporations has any equity interest or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any Entity, other than the SafeNet Acquired Corporations’ ' interests in their Subsidiaries identified in Schedule 3.1 2.1 of the Parent Company Disclosure ScheduleLetter.