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 its state of incorporation 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 for such jurisdictions, if any, in which the failure to be so qualified or in good standing would not, individually or in the aggregate, 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, as described in the Company's Annual Report on Form 10-K for the year ended January 3, 1999 (the "Annual Report"), and the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant, the Breakup Warrant, and all other documents to be delivered in connection with any of them (the "Transaction Documents"), and to issue, sell and deliver the Series B Shares and to issue and deliver the Warrant Shares, or 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 its state of incorporation 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 for such jurisdictions, if any, in which the failure to be so qualified or in good standing would not, individually or in the aggregate, 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, as described in the Company's draft Annual Report on Form 10-K for the year ended January 3_________, 1999 2000 (the "Annual Report"), and the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant, the Breakup Warrant, and all other documents to be delivered in connection with any of them (the "Transaction Documents"), and to issue, sell and deliver the Series B C Shares and to issue and deliver the Warrant Shares, or 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 its state the State of incorporation and Nevada and, except as set forth in Schedule 2.1, 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 for such jurisdictions, if any, in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries 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, as described and in the case of the Company's Annual Report on Form 10-K for the year ended January 3, 1999 (the "Annual Report"), and the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the WarrantNotes, the Breakup WarrantWarrants, the Registration Rights Agreement, and all any other documents agreements contemplated or necessitated hereby to be delivered in connection with any of them which it is a party (collectively, the "“Transaction Documents"”), . The Company has the corporate power and authority to issue, sell and deliver the Series B Shares Closing Securities, to issue and deliver the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), and to issue and deliver the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares, or 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 its state of incorporation 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 for such jurisdictions, if any, in which the failure to be so qualified or in good standing would not, individually or in the aggregate, 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, as described in the Company's draft Annual Report on Form 10-K for the year ended January 32, 1999 2000 (the "Annual Report"), and the Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant, the Breakup Warrant, and all other documents to be delivered in connection with any of them (the "Transaction Documents"), and to issue, sell and deliver the Series B C Shares and to issue and deliver the Warrant Shares, or the Conversion Shares.