with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby. The Company, upon completion of its formation, and in any event no later than the Closing Time will be duly qualified to transact business and in good standing under the laws of the United States of America, in the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations, business affairs or prospects of the Company, the MHCs and the Subsidiaries, considered as one enterprise (a "Material Adverse Effect"). (xvii) Upon completion of the Offerings as described in the Prospectus, the issued and outstanding capital stock of the Company will be within the range as set forth in the Prospectus under "Capitalization" (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus). The authorized capital stock of the Company consists of 15,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share ("Company Preferred Stock"). No shares of Common Stock or Company Preferred Stock have been or will be issued prior to the Closing Time referred to in Section 2 hereof. At the date hereof and at the Closing Time, the Securities will have been duly authorized for issuance and, when issued and delivered by the Company pursuant to the Plans against payment of the consideration calculated as set forth in the Plans and