Common use of Organization; Subsidiaries Clause in Contracts

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The Company has no other equity interest or profit participation in any entity. No shares of Company Capital Stock are held by a Company Subsidiary. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b) of the Company Disclosure Schedules sets forth a true, correct and complete list of the Company’s SubsidiariesMontana. Each of the Subsidiaries Subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its formation or incorporation, as the case may be. Each of the Company and its Subsidiaries has all requisite corporate full power and authority to own, operate carry on its business as presently conducted by it and to own or hold under lease the properties and assets it now owned, operated owns or leased by it, and to carry on the Businessholds under lease. Each Subsidiary of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation, and is in good standing, under standing as a foreign corporation or company (as applicable) in all jurisdictions where the Laws nature of each jurisdiction in which the character of its properties owned, operated property owned or leasedleased by it, or the nature of its activitiesbusiness, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or be in good standing, when taken together with all other failures by the Acquired Companies to be so qualified individually or in good standingthe aggregate, would not reasonably be expected to have a Company Material Adverse Effect, which jurisdictions are listed opposite such company’s name on Schedule 4.4(a). The Company owns directly or indirectly all name of each director and officer of the issued Company and outstanding shares of capital stock of its Subsidiarieseach Subsidiary thereof is set forth opposite the position held by same, on Schedule 4.4(a). The Company has no other equity interest or profit participation in any entity. No shares of Company Capital Stock are held by a Company Subsidiary. True delivered to the Purchaser true and complete correct copies of the certificate of incorporation Company’s and bylaws its Subsidiaries’ (i) corporate, limited liability company, partnership or equivalent other organizational documents, including, but not limited to, certificates or articles of incorporation, bylaws, operating agreements, certificates of limited partnership, partnership agreements and certificates of existence, as applicable, (ii) minute books (containing the records of meetings of the stockholders and boards of directors or committees thereof), and (iii) stock ledgers or records. (b) The Company has no Subsidiaries other than those set forth on Schedule 4.4(b). Other than as set forth on Schedule 4.4(b), the Company owns beneficially and of record 100% of the outstanding capital stock or other equity interests of each Acquired CompanySubsidiary thereof set forth thereon, each free and clear of all Liens (other than restrictions on transfer arising under any applicable securities laws or Liens under the Credit Agreement). Except as amended set forth in Schedule 4.4(b), there are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the voting (including, without limitation, voting trusts and in effect as proxies), sale, purchase, redemption or other transfer of any capital stock of any Subsidiary of the date of this Agreement, have been provided to Parent or its advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents)Company.

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 its jurisdiction of Delawareincorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, to perform its obligations under all Contracts by which it is bound and to carry on the BusinessBusiness in all material respects. The Company and each of its Subsidiaries is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies Company to be so qualified or in good standingstanding in such jurisdictions, would not reasonably be expected to have a Material Adverse Effect. . (b) True and complete copies of the Certificate Company’s restated certificate of Incorporation incorporation, as amended to date (the “Company Certificate of Incorporation”) and Bylaws ), the Company’s bylaws (the “Company Bylaws”) ), and the articles of incorporation and the bylaws of each of the Company’s Subsidiaries (together with the Company Certificate of Incorporation and the Company By Laws, the “Organizational Documents”), each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisors. The Organizational Documents are in full force and effect and neither the Company nor any Subsidiary is not in violation or breach of any of the provisions of the Company Certificate of Incorporation or the Company BylawsOrganizational Document. (bc) Section 4.2(b3.2(c) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list for each of the Company’s Subsidiaries. Each Subsidiaries (a) its name and jurisdiction of organization, (b) its form of organization and (c) the Subsidiaries of capital stock, membership interests or units held by the Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse EffectSubsidiary. The Company owns directly or indirectly all is the sole direct beneficial and record owner of the issued and outstanding shares of capital stock in the Company’s Subsidiaries all of which have been duly authorized and validly issued, are fully paid and non-assessable. Except for those entities listed in Section 3.2(c) of the Disclosure Schedule, the Company has no direct or indirect equity interest in any other Person. (d) Section 3.2(d) of the Company Disclosure Schedule lists the name of each officer and each director of the Company and each of its Subsidiaries. . (e) The Company does not have outstanding any bonds, debentures, notes or other obligations the holder of which has no other equity interest the right to vote (or profit participation convertible or exercisable for securities having the right to vote) with the Equityholders. (f) The payment of amounts pursuant to Section 2.6(b) and Section 2.6(c) complies with the Organizational Documents. (g) No material resolutions or by-laws have been passed, enacted, consented to or adopted by the directors or shareholders of the Company or any of its Subsidiaries except those contained in any entity. No shares of Company Capital Stock are held by a Company Subsidiary. True the minute books or similar record books, true and correct and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, each as amended and in effect as of the date of this Agreement, which have been provided made available to Parent or its advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents)Parent.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies Company to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisors. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) The Company has one wholly-owned subsidiary, Notification Technologies, Inc., a Delaware corporation (the “Company Subsidiary”). Except as disclosed in Section 4.2(b) of the Company Disclosure Schedules sets forth a trueSchedule, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company Subsidiary does not own and has never owned any assets, does not have and has never had any Liabilities and does not conduct and has never conducted any business or other operations. The Company Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction State of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The Company has no other equity interest or profit participation in any entity. No shares of Company Capital Stock are held by a Company SubsidiaryDelaware. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Companythe Company Subsidiary, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisors. No Acquired The Company is in violation does not have any other Subsidiaries and does not own or hold any equity interest of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents)kind in any Person.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have adversely affect the Acquired Companies, taken as a Material Adverse Effectwhole, in any material respect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisorsParent. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b4.2(b)(i) of the Company Disclosure Schedules sets forth a true, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporationformation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporationentity, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have adversely affect the Acquired Companies, taken as a Material Adverse Effectwhole, in any material respect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock Ownership Interests of its Subsidiaries. The Company has no All outstanding Ownership Interests of each of the Company’s Subsidiaries are validly issued, are fully paid and non-assessable (as applicable), and are free and clear of any Encumbrance (other equity interest or profit participation in any entitythan restrictions on transfer under applicable securities Laws). No shares of Company Capital Common Stock are held by a Company Subsidiary. The Company does not hold or beneficially own any direct or indirect equity, ownership or similar interest in any Person, or any subscriptions, options, warrants, rights, calls, convertible securities or other agreements or commitments for any interest in any Person. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisorsParent. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate California with full power and authority to carry on its business as it is now being conducted and to own, operate or and lease the its properties and assets now owned, operated or leased by it, and to carry on the Businessassets. The Company is duly qualified or licensed as a foreign corporation to do business as a foreign corporation, and is in good standing, under the Laws of each standing in every jurisdiction in which the character conduct of its properties ownedbusiness, operated and the ownership or leased, or the nature lease of its activitiesproperties, makes such qualification necessary, except in those jurisdictions where the failure require it to be so qualified or in good standinglicensed, when taken together with all other except for failures by the Acquired Companies to be so qualified or licensed and in good standingstanding that do not have, would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect; all of such jurisdictions are listed on Schedule 2.1.1(a). True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”Schedule 2.1.1(b) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b) of the Company Disclosure Schedules sets forth a true, correct contains an accurate and complete list of the Company’s SubsidiariesSubsidiaries (each, a “Company Subsidiary”). Each of the Subsidiaries of the Company Subsidiary is an unlimited liability company or a corporation limited liability company, duly organizedformed, validly existing and in good standing under the Laws of the its jurisdiction of its incorporationformation, and has all requisite corporate with full power and authority to carry on its business as it is now being conducted and to own, operate or and lease the its properties and assets now owned, operated or leased by it, and to carry on the Businessassets. Each Subsidiary of Except for the Company is duly qualified to do business as a foreign corporationSubsidiaries, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The Company has no other equity interest or profit participation Subsidiaries, holds no Investments and does not have any obligation to make any Investment in any entityPerson. No shares of Company Capital Stock Contained in the Data Room are held by a Company Subsidiary. True true, accurate and complete copies of (x) the certificate Organizational Documents of incorporation the Company and bylaws each Company Subsidiary set forth, or required to be set forth, on Schedule 2.1.1(b) and (y) to the extent the same exists and are in the possession of the Company, Sellers or their respective Representatives, the minute books of the Company and each such Company Subsidiary, which contain records of all meetings held of, and other actions taken by, the respective board of directors (or equivalent organizational documentsother governing body), each committee thereof, and shareholders (or other equity holders) of the Company and each Acquired Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents)Subsidiary.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisorsadvisors prior to the date hereof. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company Bylaws. (b) Section 4.2(b) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The No Acquired Company has no any other equity interest or profit participation in any entityentity other than the Subsidiaries. No shares of Company Capital Stock are held by a Company Subsidiary. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Acquired Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisorsadvisors prior to the date hereof. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents).

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State state of Delaware, and New York. The Company has all the requisite corporate power and authority and all necessary government approvals to own, lease and operate or lease the its properties and assets now owned, operated or leased by it, and to carry on its business as now being conducted and as proposed to be conducted, except where the Businessfailure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company is duly qualified to do business or licensed as a foreign corporationcorporation to do business, and is in good standing, under the Laws of in each jurisdiction in which where the character of its the properties owned, leased or operated or leased, by it or the nature of its activities, business makes such qualification or licensing necessary, except in those jurisdictions where the failure for such failures to be so qualified or licensed and in good standingstanding that would not, when taken together with all other failures by the Acquired Companies to be so qualified individually or in good standingthe aggregate, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation (the “Company Certificate of Incorporation”) and Bylaws (the “Company Bylaws”) of Effect on the Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. The Company Disclosure Schedule contains a true and complete list of all states in which the Company is not in violation of any duly qualified or licensed to transact business as a foreign corporation. The Company Disclosure Schedule contains a true and complete listing of the provisions locations of all sales offices, development facilities, and any other offices or facilities of the Company Certificate and a true and complete list of Incorporation or all states in which the Company Bylawsmaintains any employees. (b) Except as set forth in Section 4.2(b4.1(b) of the Company Disclosure Schedules sets forth a trueSchedule, correct and complete list of the Company’s Subsidiaries. Each of the Subsidiaries of the Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company is duly qualified to do business no Subsidiaries (as a foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification necessary, except in those jurisdictions where the failure to be so qualified or in good standing, when taken together with all other failures by the Acquired Companies to be so qualified or in good standing, would not reasonably be expected to have a Material Adverse Effectdefined below). The Company owns does not own or control (directly or indirectly) any capital stock, bonds or other securities of, and does not have any proprietary interest in, any other corporation, general or limited partnership, limited liability company, joint venture, firm, association or business organization, entity or enterprise, and the Company does not control (directly or indirectly) the management or policies of any other corporation, partnership, limited liability company, joint venture, firm, association or business organization, entity or enterprise. As used in this Agreement, the word "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interest in such partnership), or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization or a majority of the profit interests in such other organization is directly or indirectly all of the issued and outstanding shares of capital stock owned or controlled by such party or by any one or more of its Subsidiaries. The Company has no other equity interest , or profit participation in any entity. No shares of Company Capital Stock are held by a Company Subsidiary. True such party and complete copies of the certificate of incorporation and bylaws (one or equivalent organizational documents) of each Acquired Company, each as amended and in effect as of the date of this Agreement, have been provided to Parent or its advisors. No Acquired Company is in violation of any of the provisions more of its certificate of incorporation or bylaws (or equivalent organizational documents)Subsidiaries.

Organization; Subsidiaries. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of DelawareCanada Business Corporations Act, and has all requisite corporate power power, authority and authority capacity to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. The Company is duly qualified or registered to do business as a an extra-provincial or foreign corporation, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification or registration necessary, except in those jurisdictions where the failure to be so qualified qualified, registered or in good standing, when taken together with all other failures by the Acquired Companies Company to be so qualified qualified, registered or in good standing, would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Certificate of Incorporation articles (the “Company Certificate of IncorporationArticles”) and Bylaws bylaws (the “Company Bylaws”) of the Company, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisors. The Company is not in violation of any of the provisions of the Company Certificate of Incorporation or the Company BylawsParent. (b) The Persons listed in Section 4.2(b4.1(b) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule are all of the Subsidiaries of the Company’s Subsidiaries. Each of the Subsidiaries of the Company is a corporation an entity duly organized, formed and validly existing and in good standing under the Laws of the its jurisdiction of its incorporation, incorporation and has all requisite necessary corporate power power, authority and authority capacity to own, operate or lease the properties and assets now owned, operated or leased by it, and to carry on the Business. Each Subsidiary of the Company Company’s Subsidiaries is duly qualified or registered to do business as a an extra-provincial or foreign corporationentity, and is in good standing, under the Laws of each jurisdiction in which the character of its properties owned, operated or leased, or the nature of its activities, makes such qualification or registration necessary, except in those jurisdictions where the failure to be so qualified qualified, registered or in good standing, when taken together with all other failures by the Acquired Companies Company to be so qualified qualified, registered or in good standing, would not reasonably be expected to have a Material Adverse Effect. The Company owns directly or indirectly all of the issued and outstanding shares of capital stock of its Subsidiaries. The Company has no other equity interest or profit participation in any entity. No shares of Company Capital Stock are held by a Company Subsidiary. True and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) documents of each Acquired of the Company’s Subsidiaries, each as amended and in effect as of the date of this Agreement, have been provided made available to Parent or its advisors. No Acquired Company is in violation of any of the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents)Parent.