Common use of Due Organization; Subsidiaries Clause in Contracts

Due Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. The Company has all requisite corporate power and authority to: (i) conduct its business in the manner in which its business is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and used; and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (i) interests in the Entities identified in Part 3.1(c) of the Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsinits incorporation or formation. The Company and each of its Subsidiaries has all requisite corporate necessary power and authority to: to (i) conduct its business in the manner in which its business is currently being conducted; , (ii) own and use its assets in the manner in which its assets are currently owned and used; used and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company and each of its Subsidiaries is qualified to do business as a foreign corporationentity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither and neither the Company nor any of the other Entities identified in Part 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: than (i) interests in the Entities identified in Part 3.1(c) of the Company Disclosure Schedule; Schedule and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Company Disclosure Schedule is a wholly wholly-owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in in, loan or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of WisconsinDelaware. The Company has all requisite necessary corporate power and authority to: (i) conduct its business in the manner in which its business is currently being conducted; (ii) own and use its assets in the manner in which its assets are currently owned and used; and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company and each Company Subsidiary is qualified to do business as a foreign corporation, and is in good standingstanding (to the extent either such concept is recognized under applicable Law), under the laws of all jurisdictions where the nature of its business requires such qualification and where the failure to be so qualified would have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Agreement Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) the name of each shareholder or equity owner thereof; and (iii) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would have a not be reasonably expected to be material to the Company Material Adverse Effector its business. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. The Company Delaware, and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Contracts by which it is boundthis Agreement. (b) The Company is qualified not and has not been required to do be qualified, authorized, registered or licensed to transact business as a foreign corporationcorporation in any jurisdiction other than the jurisdictions identified in Schedule 2.1(b), and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification and except where the failure to be so qualified would qualified, authorized, registered or licensed has not had and will not have a Company Material Adverse EffectEffect on the Company. The Company is in good standing as a foreign corporation in each of the jurisdictions identified in Schedule 2.1(b). (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSchedule 2.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: sets forth (i) interests in the Entities identified in Part 3.1(c) names of the Disclosure Schedule; members of the Company’s board of directors, and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each names and titles of the Entities identified in Part 3.1(cCompany’s officers. The Company’s board of directors has no committees. (d) The Company’s direct and indirect subsidiaries are SkyMall Interests, LLC, a Delaware limited liability company (“Interests”), SkyMall, LLC, a Delaware limited liability company (“SkyMall”), and SkyMall Ventures, LLC, a Nevada limited liability company (“Ventures” and, collectively with Interests and SkyMall, the “Subsidiaries”). (e) The Company owns all outstanding membership interests of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company Interests, and no other Person holds has any Equity Interest (contingent or otherwise) in such Entitiesrights therein. Each of the Company’s Subsidiaries Interests is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its organizationDelaware, and has all requisite necessary power and authority toauthority: (Ai) to conduct its business in the manner in which its business is currently being conducted; (Bii) to own and use its assets in the manner in which its assets are currently owned and used; and (Ciii) to perform its obligations under all Company Contracts by to which it is bounda party. There Pursuant to the provisions of the DGCL, including Section 266 thereof, Interests was converted (the “Interests Conversion”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule 2.1(e), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (i) Interests is not and has not been required to be qualified, authorized, registered or licensed to transact business as a foreign limited liability company in any jurisdiction other than the jurisdictions identified in Schedule 2.1(e)(i), except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Interests is in good standing as a foreign limited liability company in each of the jurisdictions identified in Schedule 2.1(e)(i). (ii) Schedule 2.1(e)(ii) sets forth (A) the managing member of Interests, and (B) the names and titles of Interests’ officers. (f) Interests owns all outstanding membership interests of SkyMall, and no Contract pursuant other Person has any rights therein. SkyMall is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. Pursuant to the provisions of the DGCL, including Section 266 thereof, SkyMall was converted (the “SkyMall Conversion”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule 2.1(f), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (i) SkyMall is not and has not been required to be qualified, authorized, registered or licensed to transact business as a foreign limited liability company in any jurisdiction other than the jurisdictions identified in Schedule 2.1(f)(i), except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Schedule 2.1(f)(i), SkyMall is in good standing as a foreign limited liability company in each of the jurisdictions identified in Schedule 2.1(f)(i). (ii) Schedule 2.1(f)(ii) sets forth (A) the managing member of SkyMall, and (B) the names and titles of SkyMall’s officers. (g) SkyMall owns all outstanding membership interests of Ventures, and no other Person has any rights therein. Ventures is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Company Contracts to which it is a party. Pursuant to the provisions of the Nevada Revised Statutes, including Section 92A.105 thereof, Ventures was converted ( the “Ventures Conversion” and with the Interests Conversion and the SkyMall Conversion, the “Conversions”) from a corporation to a limited liability company effective as of May 9, 2013 and, except as set forth in Schedule 2.1(g), all Legal Requirements and Consents required thereby and incident thereto have been fully satisfied and obtained. (i) Ventures is not and has not been required to be qualified, authorized, registered or licensed to transact business as a foreign limited liability company in any jurisdiction other than the jurisdictions identified in Schedule 2.1(g)(i), except where the failure to be so qualified, authorized, registered or licensed has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Schedule 2.1(g)(i),Ventures is in good standing as a foreign limited liability company in each of the jurisdictions identified in Schedule 2.1(g)(i). (ii) Schedule 2.1(g)(ii) sets forth (A) the managing member of Ventures, and (B) the names and titles of Ventures’ officers. (h) Except for the equity interests of Interests, SkyMall and Ventures described in this Section 2.1, neither the Company nor any Subsidiary owns any equity interest in any Entity. Neither the Company nor any Subsidiary has agreed or is obligated to make or may become obligated to make any future investment in or capital contribution to any Entity. Except as provided in Schedule 2.1(h), neither the Company nor any Subsidiary has guaranteed and is responsible or liable for any obligation of any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part Section 3.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheetnor any of its Subsidiaries is and or has otherwise been, directly or indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of Neither the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company Parent is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Wisconsin. The Company Delaware, and has all requisite necessary corporate power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all material Contracts by which it is bound. (b) The Company Parent is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified would not have a Company Parent Material Adverse Effect. (c) The Company Other than Merger Sub, Parent has no Subsidiaries, except for the Entities identified in Part Section 3.1(c) of the Parent Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company ; and neither Parent nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Parent’s Subsidiaries owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls, directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part Section 3.1(c) of the Parent Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities Parent’s Subsidiaries identified in Part Section 3.1(c) of the Parent Disclosure Schedule is a wholly owned direct corporation or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent legal Entity duly incorporated or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly otherwise organized, validly existing and and, if applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite necessary corporate or similar power and authority to: (A) to conduct its business in the manner in which its business is currently being conducted; (B) conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; , except where the failure to have such power or authority would not have a Parent Material Adverse Effect. (d) Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. All of the issued and outstanding capital stock of Merger Sub, which consists of 100 shares of common stock, $0.0001 par value, is validly issued, fully paid and non-assessable and is owned, beneficially and of record, by ▇▇▇▇▇▇, free and clear of any Encumbrances with respect thereto. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities or conducted any operations of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (Ce) perform Neither Parent nor any of its obligations under all Contracts by which it Subsidiaries is boundor has otherwise been a party to, or a member of, any partnership, joint venture or similar business Entity. There is no Contract pursuant to which the Company Neither Parent nor any of its Subsidiaries has agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither Parent nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices tohas otherwise been liable for, any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Wisconsin. The Company Delaware and has all requisite necessary corporate power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and (iii) to perform its obligations under all material Contracts by which it is bound. (b) The Company is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified would not have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither ; and neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company’s Subsidiaries owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls, directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is a corporation or other legal Entity duly incorporated or otherwise organized, validly existing and and, if applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite necessary corporate or similar power and authority to: (A) to conduct its business in the manner in which its business is currently being conducted; (B) conducted and to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; and , except where the failure to have such power or authority would not have a Company Material Adverse Effect. (Cd) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which Neither the Company nor any of its Subsidiaries is or has otherwise been a party to, or a member of, any partnership, joint venture or similar business Entity. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices tohas otherwise been liable for, any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Each of the Company and the Company Subsidiary is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and the Company Subsidiary is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities Entity identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule, which schedule reflects Schedule (the capitalization information of each “Company Subsidiary. Neither ”); and neither the Company nor any of the other Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule owns any capital stock of, or any Equity Interest equity, ownership or profit sharing interest of any nature in, or controls directly or indirectly, any other Entity, Entity other than: (i) interests in than the Entities identified in Part 3.1(cSection 2.1(c) of the Company Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on . Neither the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of nor the Company Subsidiary is and no other Person holds or has otherwise been, directly or indirectly, a party to, member of or participant in any Equity Interest (contingent partnership, joint venture or otherwise) in such Entitiessimilar business entity. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which Neither the Company nor the Company Subsidiary has agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and Neither the consummation of Company nor the transactions contemplated hereby do not require Company Subsidiary has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of WisconsinDelaware. The Company has all requisite necessary corporate power and authority to: (i) conduct its business in the manner in which its business is currently being conducted; (ii) own or lease and use its assets in the manner in which its assets are currently owned or leased and used; and (iii) perform its obligations under all Contracts by which it is bound. (b) The Company and each Company Subsidiary is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business their respective businesses requires such qualification and qualification, except where the failure failure(s) to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information of each Subsidiary. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Agreement Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) its authorized capital or other equity or voting interests; (iii) the name of each shareholder or equity owner thereof; and (iv) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified Sheet and set forth in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is boundSchedule. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Company is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State of WisconsinIsrael. Each Company Subsidiary is a corporation duly organized under the laws of the State of Delaware. The Company has and each Company Subsidiary have all requisite necessary corporate power and authority to: (i) conduct its business their respective businesses in the manner in which its business is such businesses are currently being conducted; (ii) own or lease and use its their respective assets in the manner in which its such assets are currently owned or leased and used; and (iii) perform its their respective obligations under all Contracts by which it is they are bound. (b) The Company is and each Company Subsidiary are duly qualified to do business as a foreign corporation, and is are in good standingstanding (to the extent either such concept is recognized under applicable Law), under the laws of all jurisdictions where the nature of its business their respective businesses requires such qualification and qualification, except where the failure failure(s) to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not registered with the Companies Registrar as a “breaching company”. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c2.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Agreement Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) its authorized capital or other equity or voting interests; (iii) the name of each shareholder or equity owner thereof; and (iv) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified Sheet and set forth in Part 3.1(c2.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is boundSchedule. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.

Due Organization; Subsidiaries. (a) The Each of the Company and its Subsidiaries is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the laws Laws of the State jurisdiction of Wisconsin. The Company its incorporation or organization and has all requisite corporate necessary power and authority toauthority: (i) to conduct its business in the manner in which its business is currently being conducted; , (ii) to own or lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used; used and (iii) to perform its obligations under all Contracts by which it is bound. (b) The Each of the Company and its Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standingstanding (to the extent applicable in such jurisdiction), under the laws Laws of all jurisdictions where the nature of its business requires such licensing or qualification and other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not be reasonably expected to have a Company Material Adverse Effect. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(cSection 3.1(c)(i) of the Company Disclosure Schedule; and neither the Company nor any of the Entities identified in Section 3.1(c)(i) of the Company Disclosure Schedule owns any Equity Securities of, which schedule reflects or any equity, ownership or profit-sharing interest of any nature in, or controls directly or indirectly, any other Entity other than the capitalization information Entities identified in Section 3.1(c)(ii) of each Subsidiarythe Company Disclosure Schedule. Neither the Company nor any of the other Entities identified its Subsidiaries is or has otherwise been, directly or indirectly, a party to, member of or participant in Part 3.1(c) of the Disclosure Schedule owns any capital stock ofpartnership, joint venture or any Equity Interest of any nature in, any other Entity, other than: (i) interests in the Entities identified in Part 3.1(c) of the Disclosure Schedule; and (ii) interests classified as cash equivalents or short-term investments on similar business entity. Neither the Company Balance Sheet. Each of the Entities identified in Part 3.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds nor any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and Subsidiaries has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is bound. There is no Contract pursuant to which the Company agreed or is obligated to make make, or is bound by any Contract under which it may become obligated to make make, any future investment in or capital contribution to any other Entity. The execution and delivery Neither the Company nor any of this Agreement and the consummation of the transactions contemplated hereby do not require its Subsidiaries has, at any approvals or consents time, been a general partner of, or other notices to, has otherwise been liable for any of the Company’s Subsidiariesdebts or other obligations of, any general partnership, limited partnership or other Entity.

Due Organization; Subsidiaries. (a) The Company is a corporation company duly organized, organized and validly existing and in good standing under the laws of the State of WisconsinIsrael. Each Company Subsidiary is a corporation duly organized under the laws of the State of Delaware. The Company has and each Company Subsidiary have all requisite necessary corporate power and authority to: (i) conduct its business their respective businesses in the manner in which its business is such businesses are currently being conducted; (ii) own or lease and use its their respective assets in the manner in which its such assets are currently owned or leased and used; and (iii) perform its their respective obligations under all Contracts by which it is they are bound. (b) The Company is and each Company Subsidiary are duly qualified to do business as a foreign corporation, and is are in good standingstanding (to the extent either such concept is recognized under applicable Law), under the laws of all jurisdictions where the nature of its business their respective businesses requires such qualification and qualification, except where the failure failure(s) to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not registered with the Companies Registrar as a “breaching company”. (c) The Company has no Subsidiaries, except for the Entities identified in Part 3.1(c2.1(c) of the Disclosure Schedule, which schedule reflects the capitalization information Schedule contains a correct and complete list of each of the Subsidiaries of the Company as of the Representations Date (the “Company Subsidiaries”) and, for each such Company Subsidiary: (i) the jurisdiction of incorporation or organization; (ii) its authorized capital or other equity or voting interests; (iii) the name of each shareholder or equity owner thereof; and (iv) the number of shares of capital stock or other equity or voting interests owned by each such holder. Neither the Company nor any of the other Entities identified in Part 3.1(c) of the Disclosure Schedule Company Subsidiary owns any capital stock of, or any Equity Interest of any nature in, any other Entity, other than: (iA) interests in the Entities identified in Part 3.1(c) of the Disclosure ScheduleCompany Subsidiaries; and (iiB) interests classified as cash equivalents or short-term investments on the Company Balance Sheet. Each of the Entities identified Sheet and set forth in Part 3.1(c2.1(c) of the Disclosure Schedule is a wholly owned direct or indirect Subsidiary of the Company and no other Person holds any Equity Interest (contingent or otherwise) in such Entities. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, and has all requisite power and authority to: (A) conduct its business in the manner in which its business is currently being conducted; (B) own and use its assets in the manner in which its assets are currently owned and used; and (C) perform its obligations under all Contracts by which it is boundSchedule. There is no Company Contract pursuant to which the Company is obligated to make or may become obligated to make any future investment in or capital contribution to any other Entity. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any approvals or consents of, or other notices to, any of the Company’s Subsidiaries.