Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform its obligations under this Agreement, to issue, sell and deliver the Convertible Debentures and, subject to approval by the stockholders of the Company of an amendment to the Certificate of Incorporation, to increase the authorized number of shares of Common Stock and Preferred Stock, to issue and deliver the Preferred Conversion Shares and the Common Conversion Shares. (b) The Company has no Subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such qualification, except where the failure to be so qualified would not to have a Material Adverse Effect. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform its obligations under this Agreement, to issue, sell and deliver the Convertible convertible Debentures and, subject to approval by the stockholders of the Company of an amendment to the Certificate of Incorporation, to increase the authorized number of shares of Common Stock and Preferred Stock, to issue and deliver the Preferred Conversion Shares and the Common Conversion Shares. (b) The Company has no Subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.

Organization, Qualifications and Corporate Power. (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or to the character of the properties owned or leased by it requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, to execute, deliver and perform its obligations under this Agreement, to issueuse, sell and deliver the Convertible Debentures and, subject to approval by the stockholders of the Company of an amendment to the Certificate of Incorporation, to increase the authorized number of shares of Common Stock and Preferred Stock, to issue and deliver the Preferred Conversion Shares and the Common Conversion Shares. (b) The Company has no Subsidiaries. The Company does not (i) own of record or beneficially, beneficially directly or indirectly (A) any shares share of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise or of (ii) control, directly or indirectly, any other entity.