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 licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B (the "Amended and Restated Registration Rights Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the Securities. (b) Except as set forth on Schedule 2.01(b) hereto, the Company does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise.

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 licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Note, Amendment No. 6 to Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B C (the "Amended and Restated Registration Rights AgreementAgreement Amendment") among the Company and the several other parties named therein and the Third Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C D (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Note, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights AgreementAgreement Amendment, and to issue, sell and deliver the Securities. (b) Except as set forth on Schedule 2.01(b) hereto, the Company does not own acquisition of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise, owned of record of beneficially, directly or indirectly, by the Company was duly approved by the Board of Directors of the Company.

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 licensed or qualified in each jurisdiction in which the nature of its business or the ownership of its properties makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its business. The Company has the corporate power and authority to own and hold its properties, to carry on its business as currently conducted and to execute and deliver this Agreement, the Senior Subordinated Notes, Amendment No.3 to the Amended and Restated Registration Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B C (the "Amended and Restated Registration Rights AgreementAgreement Amendment") among the Company and the several other parties named therein and Amendment No.3 to the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C D (the "Amended and Restated Stockholders AgreementAgreement Amendment") among the Company and the several other parties named therein, to perform its obligations under this Agreement, the Amended and Restated Senior Subordinated Notes, the Stockholders Agreement Amendment and the Amended and Restated Registration Rights AgreementAgreement Amendment, and to issue, sell and deliver the Initial Shares and the Additional Securities (collectively, the "Securities"). (b) Except as set forth on Schedule 2.01(b) hereto, the Company does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise.

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 licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its businessqualification. The Company has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently now conducted and as proposed to execute be conducted, to execute, deliver and deliver perform this Agreement, the Amended and Restated Registration Investor Rights Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit B C (the "Amended and Restated Registration “Investor Rights Agreement"”), the Stockholders Agreement in the form attached as Exhibit D (the “Stockholders Agreement”) among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially Stock Restriction Agreements in the form attached hereto as Exhibit C E (collectively, the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein, to perform its obligations under “Stock Restriction Agreements”; this Agreement, the Amended and Restated Investor Rights Agreement, the Stockholders Agreement and the Amended and Restated Registration Rights AgreementStock Restriction Agreements are collectively referred to as the “Transaction Documents”), and to issue, sell and deliver the SecuritiesPreferred Shares, to issue and deliver the ISB Shares, to issue and deliver the Warrants, and to issue and deliver the shares of Common Stock issuable upon conversion of the Preferred Shares (the “Conversion Shares”) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”). (b) Except as set forth on Schedule 2.01(b) hereto, the The Company has no subsidiaries and does not (i) own of record or beneficially, directly or indirectly, (iA) any shares of capital stock or securities convertible into capital stock of any other corporation or (iiB) any participating interest in any partnership, joint venture or other non-corporate business enterpriseenterprise or (ii) control, directly or indirectly, any other entity.

Organization, Qualifications and Corporate Power. (a) The Company Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada, and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessaryqualification, except where the failure to be so licensed or qualified or in good standing would not in the aggregate have a material adverse effect on its ability to carry on its businessMaterial Adverse Effect (as defined herein). The Company Corporation has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently now conducted and as proposed to execute be conducted. The Corporation has the corporate power and authority to execute, deliver and perform this Agreement, the Amended and Restated Registration Rights Agreement dated as of between the date hereof substantially Corporation and Investor in the form of Exhibit B attached hereto as Exhibit B (the "Amended and Restated Registration Rights Agreement") among ), the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form of Exhibit C attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company ), and the several other parties named therein, to perform its obligations under this Marketing Agreement in the form of Exhibit D attached hereto (the "Marketing Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement"), and to issue, sell and deliver the SecuritiesFirst Common Shares and, subject to the approval of the stockholders contemplated by Section 8.3, to issue, sell and deliver the Second Common Shares and to issue, sell, perform and deliver the Warrant and the Warrant Shares (as defined in the Warrant). The Corporation is in compliance in all material respects with all of the terms and provisions of the Corporation's Articles of Incorporation, as amended (the "Charter"), and the Corporation's By-laws (the "By-laws"). (b) Except as set forth on Schedule 2.01(b) hereto, the Company does not own of record or beneficially, directly or indirectly, (i) any shares of capital stock or securities convertible into capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise.

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 New York and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a material adverse effect on its ability to carry on its businessqualification. The Company has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently now conducted and as proposed to execute be conducted, to execute, deliver and deliver perform the terms of this Agreement, the Amended and Restated Preferred Stock, the Warrants, the Registration Rights Agreement dated as of with the date hereof substantially Purchasers in the form attached hereto as Exhibit B E (the "Amended and Restated Registration Rights Agreement") among the Company and the several other parties named therein Stock Restriction Agreement with the Purchasers and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially Xxxxxxx X. Xxxxxxxxxxx, in the form attached hereto as Exhibit C F (the "Amended and Restated Stockholders Stock Restriction Agreement") among the Company and the several other parties named therein), to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the SecuritiesWarrants, to issue and deliver the shares of Common Stock issuable upon exercise of the Warrants (the "Common Conversion Shares") and to issue and deliver the shares of Preferred Stock and to issue and deliver the shares of Common Stock issuable upon conversion of the Preferred Stock (the "Preferred Conversion Shares"). (b) The Company has no subsidiaries. Except as set forth on the attached Schedule 2.01(b) heretoIII, the Company does not (i) own of record or beneficially, directly or indirectly, , (iA) any shares of capital stock or securities convertible into capital stock of any other corporation or (iiB) any participating interest in any partnership, joint venture or other non-corporate business enterpriseenterprise 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 Illinois and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessaryqualification, except where the failure to be so licensed or qualified qualify would not have a material adverse effect on its ability to carry on its the business, affairs or prospects of the Company. The Company has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently now conducted and as proposed to execute be conducted, to execute, deliver and deliver perform this Agreement, Amendment No. 1 to the Registration Rights Agreement with the Purchasers in the form attached as Exhibit A (the "Registration Rights Amendment") and the Amended and Restated Registration Rights Stock Restriction Agreement dated as with the Purchasers and the other parties thereto named in paragraph (g) of the date hereof substantially Article V of this Agreement, in the form attached hereto as Exhibit B (the "Amended and Restated Registration Rights Stock Restriction Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein), to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the SecuritiesPreferred Shares and to issue and deliver the shares of Common Stock, no par value, of the Company ("Common Stock") issuable upon conversion of the Preferred Shares (the "Conversion Shares"). (b) Except as set forth on Schedule 2.01(b) hereto, the The Company has no subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly, (iA) any shares of capital stock or securities convertible into capital stock of any other corporation or (iiB) any participating interest in any partnership, joint venture or other non-corporate business enterpriseenterprise 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 licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessaryqualification, except where the failure to be so licensed or qualified qualify would not have a material adverse effect on its ability to carry on its the business, affairs or prospects of the Company. The Company has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently now conducted and as proposed to execute be conducted, to execute, deliver and deliver perform this Agreement, Amendment No. 2 to the Amended and Restated Registration Rights Agreement dated as of with the date hereof substantially Purchasers in the form attached hereto as Exhibit A (the "Second Registration Rights Amendment") and the Second Amended and Restated Stock Restriction Agreement with the Purchasers and the other parties thereto named in paragraph (g) of Article V of this Agreement, in the form attached as Exhibit B (the "Amended and Second Restated Registration Rights Stock Restriction Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of the date hereof substantially in the form attached hereto as Exhibit C (the "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein), to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the SecuritiesPreferred Shares and to issue and deliver the shares of Common Stock, $.001 par value, of the Company ("Common Stock") issuable upon conversion of the Preferred Shares (the "Conversion Shares"). (b) Except as set forth on Schedule 2.01(b) heretoOther than New Era Of Networks Limited, a U.K. company wholly owned by the Company, the Company has no subsidiaries and the Company does not (i) own of record or beneficially, directly or indirectly, (iA) any shares of capital stock or securities convertible into capital stock of any other corporation or (iiB) any participating interest in any partnership, joint venture or other non-corporate business enterpriseenterprise 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 licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its the business transacted by it or the ownership character of its the properties makes owned or leased by it requires such licensing or qualification necessary, except where the failure to so qualify could not reasonably be so licensed or qualified would not have expected to result in a material adverse effect on its ability to carry on the Company or its business. The Company has the corporate power and authority to own and hold its properties, properties and to carry on its business as currently conducted now conducted, to execute, deliver and to execute and deliver perform this Agreement, the Amended and Restated Registration Rights Agreement dated as of with the date hereof substantially Purchasers and the other parties thereto in the form attached hereto as Exhibit B A (the "Amended and Restated Registration --------- Rights Agreement") among the Company and the several other parties named therein and the Amended and Restated Stockholders Agreement dated as of with the date hereof substantially Purchasers and the other parties thereto in the form attached hereto as Exhibit C B (the --------- "Amended and Restated Stockholders Agreement") among the Company and the several other parties named therein), to perform its obligations under this Agreement, the Amended and Restated Stockholders Agreement and the Amended and Restated Registration Rights Agreement, and to issue, sell and deliver the SecuritiesPreferred Shares and to issue and deliver the shares of Series A Common Stock, $.00l par value, of the Company issuable upon conversion of the Preferred Shares (the "Conversion Shares"). (b) The Company has one subsidiary, Talkpoint Communications, Inc., a Delaware corporation ("Talkpoint"). Except as set forth on Schedule 2.01(b) heretofor Talkpoint, the Company does not (i) own of record or beneficially, directly or indirectly, (iA) any shares of capital stock or securities convertible into capital stock of any other corporation or (iiB) any participating interest in any partnership, joint venture or other non-corporate business enterpriseenterprise or (ii) control, directly or indirectly, any other entity.