definiens: shall, unless otherwise mandated by the context, mean the Company and any Subsidiary thereof, including the Section 2.1 Organization and Power . The Company ( a ) is a corporation duly organized, validly existing and ingood standing under the laws of the Commonwealth of Virginia, ( b ) has all requisite corporate power and authority toown, lease and operate its properties and to carry on its business as currently conducted, and ( c ) is qualified to dobusiness and in good standing in every jurisdiction where it conducts business and such qualification is required, except where the failure so to qualify or be in good standing would not reasonably be expected to result in a MaterialAdverse Effect on the Company . The Company has Made Available true and correct copies of its certificate ofincorporation, as amended to date ( the ), and by - laws, as amended to date, each as in full force and effect onthe date hereof ( collectively, the ), to Purchaser . The Company is not in violation of any of theprovisions of its Charter Documents, and no changes thereto are pending