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 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to so qualify would not have a material adverse effect on the business, affairs or prospects of the Company. 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 this Agreement, the Registration Rights Agreement with the Purchasers in the form attached as Exhibit A (the "Registration Rights Agreement"), the Stock Restriction Agreement with the Purchasers and the other parties thereto named in paragraph (h) of Article V of this Agreement, in the form attached as Exhibit B (the "Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and deliver the Preferred 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").

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 Illinois 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where such failure to so qualify or be in good standing would not have a material adverse effect on the business, affairs or prospects of the Company. 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 this Agreement, the Registration Rights Agreement with the Purchasers in the form attached as of Exhibit A 4 (the "Registration Rights Agreement"), the Stock Restriction Agreement with the Purchasers and the other parties thereto named in paragraph (h) of Article V of this Agreement, in the form attached as Exhibit B (the "Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and deliver the Preferred Shares Convertible Notes and to issue the Warrants and deliver the shares of Common Stock, no par value, Stock issueable upon exercise of the Company Warrants (the "Common Stock') issuable Warrant Shares")and upon conversion of the Preferred Shares Convertible Notes (the "Conversion Shares").

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 Illinois 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, qualification except where for such failure to so qualify would or be in such good standing, which, when taken together with all other such failures, are not reasonably expected to have a material adverse effect on the businessfinancial condition, affairs regulatory condition, capital, properties, business results of operations or prospects of the CompanyCompany and its subsidiaries taken as a whole (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 this Agreement, Agreement and the Registration Rights Agreement with the Purchasers in the form attached as Exhibit A B (the "Registration Rights Agreement"), the Stock Restriction Agreement ," and together with the Purchasers and the other parties thereto named in paragraph (h) of Article V of this Agreement, in the form attached as Exhibit B (and any documents or agreements ancillary to this Agreement, the "Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting AgreementTransaction Documents"), to issue, sell and deliver the Preferred Shares Convertible Debentures 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.")."

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 Illinois 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, qualification except where failure to so qualify would could not have reasonably be expected to result in a material adverse effect on the Company or its business, affairs or prospects and except in the state of California in which the CompanyCompany is currently applying for qualification. 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 this Agreement, the Registration Rights Agreement with the Purchasers and the other parties thereto in the form attached as Exhibit A (the --------- "Registration Rights Agreement"), ) and the Stock Restriction Stockholders Agreement with the Purchasers and the other parties thereto named in paragraph (h) of Article V of this Agreement, in the form attached as Exhibit B (the --------- "Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Stockholders Agreement"), to issue, sell and deliver the Preferred Shares and to issue and deliver the shares of Series A Common Stock, no $.001 par value, of the Company ("Common Stock') issuable upon conversion of the Preferred Shares (the "Conversion Shares").

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 Illinois 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to so qualify would not have a material adverse effect on the business, affairs or prospects of the Company. 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 this Agreement, Amendment No. 2 to the Registration Rights Agreement with the Purchasers in the form attached as Exhibit A (the "Second Registration Rights AgreementAmendment"), ) and the Second Amended and Restated Stock Restriction Agreement with the Purchasers and the other parties thereto named in paragraph (hg) of Article V of this Agreement, in the form attached as Exhibit B (the "Second Restated Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and deliver the Preferred Shares and to issue and deliver the shares of Common Stock, no $.001 par value, of the Company ("Common Stock'") issuable upon conversion of the Preferred Shares (the "Conversion Shares").

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 Illinois 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, qualification except where failure to so qualify would could not have reasonably be expected to result in a material adverse effect on the Company or its business, affairs or prospects of the Company. 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 this Agreement, the Amended and Restated Registration Rights Agreement with the Purchasers and the other parties thereto in the form attached as Exhibit A (the "Registration --------- Rights Agreement"), ) and the Stock Restriction Amended and Restated Stockholders Agreement with the Purchasers and the other parties thereto named in paragraph (h) of Article V of this Agreement, in the form attached as Exhibit B (the --------- "Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Stockholders Agreement"), to issue, sell and deliver the Preferred Shares and to issue and deliver the shares of Series A Common Stock, no $.00l par value, of the Company ("Common Stock') issuable upon conversion of the Preferred Shares (the "Conversion Shares").

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 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where failure to so qualify would not have a material adverse effect on the business, affairs or prospects of the Company. 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 this Agreement, Amendment No. 1 to the Registration Rights Agreement with the Purchasers in the form attached as Exhibit A (the "Registration Rights AgreementAmendment"), ) and the Amended and Restated Stock Restriction Agreement with the Purchasers and the other parties thereto named in paragraph (hg) of Article V of this Agreement, in the form attached as Exhibit B (the "Restated Stock Restriction Agreement") and the Voting Agreement with the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and deliver the Preferred 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").

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 Commonwealth of Illinois Massachusetts 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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except qualification and where the failure to be so qualify licensed or qualified would not have a material adverse effect on the business, affairs or prospects of the Company. 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 this Agreement, the Registration Rights Agreement with the Purchasers and Bull HN Information Systems Inc. ("Bull HN") in the form attached as Exhibit A (the "Registration Rights Agreement"), the Stock Restriction --------- Agreement with the Purchasers and the other parties thereto named in paragraph (h) of Article V IV of this Agreement, in the form attached as Exhibit B (the --------- "Stock Restriction Agreement") and the Voting Agreement with among the Purchasers in the form attached as Exhibit C (the "Voting Agreement"), to issue, sell and --------- deliver the Preferred Shares and to issue and deliver the shares of Class A Common Stock, no par value, of the Company ("Common Stock') issuable upon conversion of the Series A Convertible Preferred Shares Stock (the "Conversion Shares").