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 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. 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 Investor Rights Agreement in the form attached as Exhibit C (the “Investor Rights Agreement”), the Stockholders Agreement in the form attached as Exhibit D (the “Stockholders Agreement”) and the Amended and Restated Stock Restriction Agreements in the form attached as Exhibit E (collectively, the “Stock Restriction Agreements”; this Agreement, the Investor Rights Agreement, the Stockholders Agreement and the Stock Restriction Agreements are collectively referred to as the “Transaction Documents”), to issue, sell and deliver the Preferred 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”).

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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified or in good standing would not in the aggregate have a Material Adverse Effect (as defined herein). The Company Corporation 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, . The Corporation has the corporate power and authority to execute, deliver and perform this Agreement, the Investor Registration Rights Agreement between the Corporation and Investor in the form of Exhibit B attached as Exhibit C hereto (the “Investor "Registration Rights Agreement”"), the Stockholders Agreement in the form of Exhibit C attached as Exhibit D hereto (the “"Stockholders Agreement”) "), and the Amended and Restated Stock Restriction Agreements Marketing Agreement in the form of Exhibit D attached as Exhibit E hereto (collectivelythe "Marketing Agreement"), and to issue, sell and deliver the “Stock Restriction Agreements”; this AgreementFirst Common Shares and, subject to the Investor Rights Agreement, approval of the Stockholders Agreement and the Stock Restriction Agreements are collectively referred to as the “Transaction Documents”)stockholders contemplated by Section 8.3, to issue, sell and deliver the Preferred SharesSecond Common Shares and to issue, to issue sell, perform and deliver the ISB SharesWarrant 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, to issue and deliver as amended (the Warrants"Charter"), and to issue and deliver the shares of Common Stock issuable upon conversion of the Preferred Shares Corporation's By-laws (the “Conversion Shares”) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”"By-laws").

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 fully 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. The Company has the corporate power and authority (i) to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted, (ii) to execute, deliver and perform this Agreement, the Investor Registration Rights Agreement with the Purchaser in the form attached as Exhibit A (the "Registration Rights Agreement"), the Stock Restriction Agreement with the Purchaser and the other parties thereto named in Section 4.08, in the form attached as Exhibit B (the "Stock Restriction Agreement") and the Stockholders Agreement between the Company, the Purchaser and the other parties thereto named in Section 4.09, in the form attached as Exhibit C (the “Investor Rights "Stockholders Agreement”"), the Stockholders Agreement in the form attached as Exhibit D (the “Stockholders Agreement”iii) and the Amended and Restated Stock Restriction Agreements in the form attached as Exhibit E (collectively, the “Stock Restriction Agreements”; this Agreement, the Investor Rights Agreement, the Stockholders Agreement and the Stock Restriction Agreements are collectively referred to as the “Transaction Documents”), to issue, sell and deliver the Preferred Shares, to issue and deliver the ISB Shares, to issue and deliver the Warrants, and (iv) to issue and deliver the shares of Common Stock of the Company 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”").

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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. The Company has the corporate power and corporate 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 Investor Amendment No. 1 to that certain Registration Rights Agreement by and among the Company and the purchasers named therein dated as of November 7, 1994, (the "Original Registration Rights Agreement") in the form attached as Exhibit A (the "Registration Rights Agreement Amendment"), and the --------- Management Rights letter agreement(s) between the Company and certain of the Purchasers, if any, in the form attached as Exhibit C (the “Investor "Management Rights Agreement”), the Stockholders Agreement in the form attached as Exhibit D (the “Stockholders Agreement”) and the Amended and Restated Stock Restriction Agreements in the form attached as Exhibit E (collectively, the “Stock Restriction --------- Agreements”; this Agreement, the Investor Rights Agreement, the Stockholders Agreement and the Stock Restriction Agreements are collectively referred to as the “Transaction Documents”"), to issue, sell and deliver the Preferred Shares, to issue and deliver the ISB Shares, to issue and deliver the Warrants, Shares and to issue and deliver the shares of Common Stock Stock, $.0001 par value, of the Company ("Common Stock") issuable upon conversion of the Preferred Shares (the “"Conversion Shares”) and "). The Original Registration Rights Agreement as amended by the shares of Common Stock issuable upon exercise of Registration Rights Agreement Amendment is sometimes referred to herein as the Warrants (the “Warrant Shares”)"Registration Rights Agreement."

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 the business transacted by it or the character of the properties owned or leased by it requires such licensing or 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 the terms of this Agreement, the Investor Preferred Stock, the Warrants, the Registration Rights Agreement in with the form attached as Exhibit C (the “Investor Rights Agreement”), the Stockholders Agreement in the form attached as Exhibit D (the “Stockholders Agreement”) and the Amended and Restated Stock Restriction Agreements Purchasers in the form attached as Exhibit E (collectively, the “Stock Restriction Agreements”; this Agreement, the Investor "Registration Rights Agreement, the Stockholders Agreement ") and the Stock Restriction Agreements are collectively referred to Agreement with the Purchasers and Xxxxxxx X. Xxxxxxxxxxx, in the form attached as Exhibit F (the “Transaction Documents”"Stock Restriction Agreement"), to issue, sell and deliver the Preferred SharesWarrants, to issue and deliver the ISB shares of Common Stock issuable upon exercise of the Warrants (the "Common Conversion Shares, ") and to issue and deliver the Warrants, shares of Preferred Stock and to issue and deliver the shares of Common Stock issuable upon conversion of the Preferred Shares Stock (the “"Preferred Conversion Shares”) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”").