Common use of Organization and Qualification; No Subsidiaries Clause in Contracts

Organization and Qualification; No Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing (where applicable) under the Laws of the State of Delaware, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing as a foreign corporation authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary, except as would not constitute, individually or in the aggregate, a Material Adverse Effect. “Material Adverse Effect” means any change, effect, event or occurrence that has, or would reasonably be expected to have, a material adverse effect on (i) the business, financial condition, or results of operations of the Company or (ii) the ability of the Company, on or before the Outside Date, to perform its obligations under this Agreement that are required to be performed on or before the Outside Date or to consummate the transactions contemplated by this Agreement to be consummated on or before the Outside Date; provided, however, that, in the case of clause (i) only, none of the following shall be deemed to be, and shall not be taken into account in determining whether there has been, a Material Adverse Effect: (A) the fact, in and of itself, of diminishment in the Company’s cash balance or financial investments to the extent resulting from operations not in breach of the Company’s covenants and agreements hereunder or (B) any change, effect, event or occurrence to the extent resulting from (1) general changes after the date hereof in capital markets, general economic conditions or the industries in which the Company operates, or any outbreak or escalation after the date hereof of hostilities or war, (2) the announcement, pendency or performance of this Agreement or the transactions contemplated hereby, (3) changes after the date hereof in any laws or regulations or applicable accounting regulations or principles or the interpretations thereof, (4) the incurrence or payment of fees and expenses (including the fees and expenses of the Company’s Financial Advisor, counsel and accountants) in connection with (x) this Agreement, the Offer, the Merger and the other transactions contemplated hereby or