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. (b) 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 or limited liability company interest in any partnership, joint venture, limited liability company or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. (c) The Articles of Incorporation of the Company (the "Articles of Incorporation") and the Bylaws of the Company (the "Bylaws") are in full force and effect as of the date hereof in the forms attached to, or incorporated by reference in, the Annual Report.

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. (b) 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 or limited liability company interest in any partnership, joint venture, limited liability company or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. (c) The Articles of Incorporation of the Company (the "Articles of Incorporation") and the Bylaws of the Company (the "Bylaws") are in full force and effect as of the date hereof in the forms attached to, or incorporated by reference in, the Annual Report.

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 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 qualification except where failure to so qualify could not reasonably be expected to result in a material adverse effect on the Company or qualificationits business, and except for such jurisdictions, if any, in the state of California in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse EffectCompany 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, 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, Registration Rights Agreement with the Breakup Warrant, Purchasers and all the other documents to be delivered parties thereto in connection with any of them the form attached as Exhibit A (the --------- "Transaction DocumentsRegistration Rights Agreement") and the Stockholders Agreement with the Purchasers and the other parties thereto in the form attached as Exhibit B (the --------- "Stockholders Agreement"), and to issue, sell and deliver the Series B Preferred Shares and to issue and deliver the Warrant Sharesshares of Series A Common Stock, or $.001 par value, of the Company issuable upon conversion of the Preferred Shares (the "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 or limited liability company interest in any partnership, joint venture, limited liability company venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. (c) The Articles of Incorporation of the Company (the "Articles of Incorporation") and the Bylaws of the Company (the "Bylaws") are in full force and effect as of the date hereof in the forms attached to, or incorporated by reference in, the Annual Report.

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. (b) 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 or limited liability company interest in any partnership, joint venture, limited liability company or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity. (c) The Articles of Incorporation of the Company (the "Articles of Incorporation") and the Bylaws of the Company (the "Bylaws") are in full force and effect as of the date hereof in the forms attached to, or incorporated by reference in, the Annual Report.