Common use of Organization and Good Standing; Capitalization Clause in Contracts

Organization and Good Standing; Capitalization. (a) The Company is duly organized and validly existing under the laws of the State of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization, except where the failure to so qualify would not have a Material Adverse Effect. (b) The authorized and issued capital stock of the Company immediately prior to the Closing Date and the legal and beneficial ownership thereof is as set forth on Schedule 4.1(b). All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. (c) Except as disclosed on Schedule 4.1(c), (i) there is no option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which, upon conversion or exchange, and (iii) there are no stock appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company. Except as disclosed on Schedule 4.1(c) and other than this Agreement the Company is not a party to, nor is it aware of, any voting trust or other voting agreement with respect to any of the securities of the Company or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of the capital stock of the Company.

Organization and Good Standing; Capitalization. (a) The Company (and each Subsidiary) is duly organized and organized, validly existing and in good standing under the laws of the State state of Nevada and has the corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as it is proposed to be conducted. The Company is duly qualified or authorized to transact do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties or assets requires such qualification or authorization, except where the failure to so qualify would not have a Material Adverse Effect. (b) The authorized and issued capital stock of the Company immediately prior to the Closing Date and the legal and beneficial ownership thereof is as set forth on Schedule 4.1(b). All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. (c) . Except as disclosed on Schedule 4.1(c), 4.1(b) (i) there is no -------------- option, warrant, call, right, commitment or other agreement of any character to which the Company is a party, (ii) there are no securities of the Company outstanding which, which upon conversion or exchange, and (iii) there are no stock share appreciation rights, or other similar rights based on securities of the Company which, in the case of clause (i), (ii) or (iii), would require the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of share capital stock or other equity securities of the Company. Except Other than as disclosed on Schedule 4.1(c) and other than contemplated by this Agreement or Transaction Documents (as defined in Section 4.2), the Company is not a party to, nor is it aware of, any ------------ voting trust or other voting voting, stockholders or similar agreement with respect to any of the securities of the Company or to of any agreement relating to the issuance, sale, redemption, transfer or other disposition of the shares of capital stock on other securities of the Company.