Common use of Organization, Authority and Qualification of the Company Clause in Contracts

Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders. This Agreement has been, and upon its execution the Registration Rights Agreement shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Organization, Authority and Qualification of the Company. The (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands jurisdiction of its incorporation and has all necessary corporate power and authority to enter into execute and deliver this Agreement and the Registration Rights AgreementAncillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is qualified to do business in the jurisdictions listed in Section 3.01 of the Company Disclosure Letter. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased nature of the business conducted by it or the operation ownership or leasing of its business properties makes such licensing or qualification necessary, except to the extent that other than where the failure to be so licensed, duly qualified or and in good standing would not (a) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The Company is Solvent. The execution and delivery of this Agreement and the Registration Rights Agreement Ancillary Agreements by the Company, the performance by the Company of its respective obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders, as the case may be. This Agreement has been, and upon its their execution and delivery, the Registration Rights Agreement Ancillary Agreements, the Notes and the Warrants shall have been, duly executed and delivered by the Company, and (assuming in the case of this Agreement and the Ancillary Agreements, due authorization, execution and delivery by the PurchaserPurchasers) this Agreement constitutes, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against except as may be limited by any applicable bankruptcy, insolvency or other Laws affecting the Company in accordance with their respective termsrights of creditors generally.

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands State of Delaware and has all necessary corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect not, individually or in the ability of the Company to carry out its obligations underaggregate, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (b) otherwise have a Material Adverse Effect. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company and its stockholdersCompany. This Agreement has been, and upon its execution and delivery at the Closing, the Registration Rights Agreement shall have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the PurchaserInvestor) this Agreement constitutesconstitutes and, and upon its execution the Registration Rights Agreement shall constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Organization, Authority and Qualification of the Company. The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the Cayman Islands state of Delaware and has all necessary corporate limited liability company power and authority to enter into this Agreement own, operate or lease the properties and the Registration Rights Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebybusiness as it is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except to the extent that where the failure to be so licensed, qualified or in good standing would not (a) adversely affect be or reasonably be expected to be, individually or in the ability of aggregate, material. All limited liability company actions taken by the Company to carry out its obligations under, and to consummate the transactions contemplated by, in connection with this Agreement and the Registration Rights Agreement, other Transaction Documents will be duly authorized on or (b) otherwise have a Material Adverse Effect. The execution prior to the Closing and delivery of the Company has duly executed and delivered this Agreement and the Registration Rights Agreement by the Companywill have, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company as of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholders. This Agreement has been, and upon its execution the Registration Rights Agreement shall have beenClosing Date, duly executed and delivered by each other Transaction Document to which it is a party. Each Transaction Document to which the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement Company is a party constitutes, and upon its execution the Registration Rights Agreement shall or when executed will constitute, legal, a valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at Law or in equity).

Organization, Authority and Qualification of the Company. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands state of California and has all necessary corporate power and authority to enter into this Agreement own, operate or lease the properties and the Registration Rights Agreementassets now owned, operated or leased by it and to carry out on its obligations hereunder business as it has been and thereunder and to consummate the transactions contemplated hereby and therebyis currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each other jurisdiction in which the properties owned or leased by it or the operation of its business the Business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (ai) adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement, or (bii) otherwise have a Material Adverse Effect. The execution Company has all corporate authority and delivery of legal capacity to enter into this Agreement and each of the Registration Rights Agreement other agreements, instruments and documents required hereby to be executed and delivered by the Companyit, the performance by the Company of to carry out its obligations hereunder and thereunder and the consummation by the Company of to consummate the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company and its stockholdersthereby. This Agreement has been, and upon its execution and delivery thereof by the Registration Rights Agreement shall have beenCompany, each other agreement, instrument or document required hereby to be executed and delivered by the Company at the Closing will be, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by Purchaser or the Purchaserother parties thereto, as applicable) this Agreement constitutes, and upon its execution or in the Registration Rights Agreement shall case of each agreement, instrument or document to be delivered at Closing, will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective its terms, subject as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. The Company has made available to Purchaser true and complete copies of the constituent documents and stock records of the Company as in effect as of the date of this Agreement.