Common use of ORGANIZATION; POWER; QUALIFICATION; CAPITAL STOCK Clause in Contracts

ORGANIZATION; POWER; QUALIFICATION; CAPITAL STOCK. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own or lease and operate its properties and to carry on its business as it is now being and hereafter proposed to be conducted. The Company is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization, except for such jurisdictions where the failure to so qualify or be authorized would not be reasonably likely to have a Materially Adverse Effect. ANNEX 5.1 correctly sets forth and identifies the number of authorized shares of each class and series of capital stock of the Company, the par value per share, and the number of issued and outstanding shares of each such class and series on the date hereof, after giving effect to the transactions contemplated hereby. Except as described on ANNEX 5.1 attached hereto, the Company does not have outstanding any stock or securities convertible into or exchangeable for any shares of its Common Stock, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Common Stock or any stock or securities convertible into or exchangeable for any Common Stock. Except as set forth on ANNEX 5.1, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Common Stock or to register any shares of its Common Stock, and there are no agreements restricting the transfer of any shares of the Company's Common Stock. The Company has no authorized classes of Preferred Stock and there are no shares of Preferred Stock outstanding. (b) The Common Stock to be issued pursuant hereto has been duly authorized and, when issued and paid for pursuant to the terms of this Agreement, will be validly issued, fully paid and nonassessable and will be free and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions on transfer imposed by SECTION 4.2 hereof; and the Common Stock issuable upon exercise of the Warrants has been duly authorized and reserved for issuance upon exercise of the Warrants and, when issued will be duly authorized, validly issued, fully paid and nonassessable Common Stock, free and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions imposed by SECTION 4.2 hereof.

ORGANIZATION; POWER; QUALIFICATION; CAPITAL STOCK. (ai) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own or lease and operate its properties and to carry on its business as it is now being and hereafter proposed to be conducted. The Company is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization, except for such jurisdictions where the failure to so qualify or be authorized would not be reasonably likely to have a Materially Adverse Effect. ANNEX 5.1 correctly 6(a) sets forth and identifies the number of authorized shares of each class and series of capital stock Equity Securities of the Company, the par value per share, and the number of issued and outstanding shares of each such class and series on the date hereof, after giving effect to the transactions contemplated hereby. Except as described on ANNEX 5.1 6(a) attached hereto, the Company does not have outstanding any stock or other securities convertible into or exchangeable for any shares of its Common StockEquity Securities, nor are there any preemptive or similar other rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Common Stock Equity Securities or any stock or securities convertible into or exchangeable for any Common StockEquity Securities. Except as set forth on ANNEX 5.16(a), the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Common Stock Equity Securities or to register any shares of its Common StockEquity Securities, and there are no agreements restricting the transfer of any shares of the Company's Common Stock. The Company has no authorized classes of Equity Securities. (ii) Other than the Preferred Stock and to be issued to the Investors pursuant to this Agreement, there are no shares of preferred stock of the Company or its Subsidiaries outstanding. The Preferred Stock outstanding. (b) The Common Stock to be issued pursuant hereto has been duly authorized and, when issued and paid for pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable nonassessable, will have the rights, preferences and privileges specified in the Designations and will be free and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions on transfer imposed by SECTION 4.2 5(b) hereof; and the Series B Common Stock issuable upon exercise conversion of the Warrants Preferred Stock has been (or will be upon the effectiveness of the Proposed Amendments) duly authorized and reserved for issuance upon exercise conversion of the Warrants Preferred Stock and, when issued will be duly authorized, validly issued, fully paid and nonassessable Series B Common Stock, free and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions imposed by SECTION 4.2 5(b) hereof.

ORGANIZATION; POWER; QUALIFICATION; CAPITAL STOCK. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareAlaska. The Company has the corporate power and authority to own or lease and operate its properties and to carry on its business as it is now being and hereafter proposed to be conducted. The Company is duly qualified, in good standing and authorized to do business in each jurisdiction in which the character of its properties or the nature of its businesses requires such qualification or authorization, except for such jurisdictions where the failure to so qualify or be authorized would not be reasonably likely to have a Materially Adverse Effect. ANNEX Annex 5.1 correctly sets forth and identifies the number of authorized shares of each class and series of capital stock of the Company, the par value per share, and the number of issued and outstanding shares of each such class and series on the date hereof, after giving effect to the transactions contemplated hereby. Except as described on ANNEX Annex 5.1 attached hereto, the Company does not have outstanding any stock or securities convertible into or exchangeable for any shares of its Common Stock, nor are there any preemptive or similar rights to subscribe for or to purchase, or any other rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments, or claims of any character relating to, any Common Stock or any stock or securities convertible into or exchangeable for any Common Stock. Except as set forth on ANNEX Annex 5.1, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Common Stock or to register any shares of its Common Stock, and there are no agreements restricting the transfer of any shares of the Company's Common Stock. The Company has no authorized classes of . (b) Other than the Preferred Stock and to be issued to the Investors pursuant to this Agreement, there are no shares of preferred stock outstanding. The Preferred Stock outstanding. (b) The Common Stock to be issued pursuant hereto has been duly authorized and, when issued and paid for pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable nonassessable, will have the rights, preferences and privileges specified in the Designation and will be free and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions on transfer imposed by SECTION Section 4.2 hereof; and the Class A Common Stock issuable upon exercise conversion of the Warrants Preferred Stock has been duly authorized and reserved for issuance upon exercise conversion of the Warrants Preferred Stock and, when issued will be duly authorized, validly issued, fully paid and nonassessable Class A Common Stock, free in connection with such conversion and clear of all Liens and restrictions, other than Liens that might have been created by the Investors and restrictions imposed by SECTION Section 4.2 hereof.