Common use of Organization, Qualifications and Corporate Power Clause in Contracts

Organization, Qualifications and Corporate Power. 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 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, and in the case of the Company, to execute, deliver and perform the Transaction Documents to which it is a party. The Company has the corporate power and authority to issue, sell and deliver the Closing Securities, to issue and deliver the securities issuable upon conversion of the Bridge Notes and to issue and deliver the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares").