definiens: and the shall mean and refer to the and the ; all references in this Agreement ( other than in Sections I, 2 and 3 ) to the shall mean and refer to the and all references to the in this Agreement shall mean and refer to this Agreement and the RegistrationRights Amendment SECTION 4 . Representations . Warranties and Covenants of the Company . As used herein, shall mean and include a ) actual knowledge of any officers or directors of the Company and b ) that knowledge which a prudent businessperson would have obtained in the management of his or her business using due inquiry . The Company hereby represents and warrants to, and covenants with, the Purchaser as follows : 4.1 . Organization . The Company is duly organized . validly existing and in good standing under the laws of the State of Delaware . The Company has full corporate power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts business and where the failure to be so qualified would have a material adverse effect upon the business, financial condition, properties or operations of the Company . The Company owns and holds all of the outstanding capital stock of Genescape, Inc. No other person has anY, rights to acquire any interest ( equity or otherwise ) in Genescape, Inc. As of the date hereof, Genescape has conducted no business or other activities ( other than activities related to its inception ) and holds no assets . Other than Genescape, Inc., the Company does not own, directly or indirectly, any interest in any corporation, association, or other entity . The Company is not a participant in any joint venture, partnership or similar arrangement . The Company has .. delivered to the Purchaser an accurate and complete copy of its Certificate of Incorporation and · all Amendments thereto, including without limit;ation, all Certificates of Designation filed with the Secretary of State of Delaware