Common use of Corporate Power Clause in Contracts

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute own, operate and deliver lease its properties, to carry on its business as and where such is now being conducted, to enter into this Agreement and the other documents and instruments to be executed and delivered by Company pursuant hereto and to carry out the transactions contemplated hereby and perform its obligations under the terms of this Agreementthereby.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to sell and issue the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to sell and issue the Shares, to issue the Conversion Stock issuable upon conversion of the Shares, and to carry out and perform its obligations under the terms of this AgreementAgreement and under the terms of all other agreements and other documents executed in connection herewith.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement Agreement, to issue each Note (collectively, the “Loan Documents”) and to carry out and perform its obligations under the terms of this Agreementthe Loan Documents.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to sell and issue the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to exchange and issue the Shares, to issue the Conversion Stock issuable upon conversion of the Shares, and to carry out and perform its obligations under the terms of this AgreementAgreement and under the terms of all other agreements and other documents executed in connection herewith.

Corporate Power. The Company has all necessary corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby, and has all requisite corporate power and authority to execute and deliver this Agreement issue the Shares hereunder and to carry out and perform its obligations under the terms of this Agreementtransactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Note Conversion Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and all related agreements (the “Subscription Documents”) and to carry out and perform its obligations under the terms of this Agreementthe Subscription Documents.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under hereunder; and all corporate action required to be taken for the terms due authorization, execution and delivery by it of this AgreementAgreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

Corporate Power. The Company has all the requisite corporate power and authority to execute and deliver this Agreement and to execute, deliver, carry out and perform its obligations under the terms of this AgreementAgreement and each other agreement to which it is a party.

Corporate Power. The Company It has all requisite the corporate power and authority to execute and deliver this Agreement and the Underwriting Agreement and to carry out and perform all of its obligations under the terms of this Agreementhereunder and thereunder in all material respects.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement Purchase Option and to carry out and perform its obligations under the terms of this AgreementPurchase Option.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to issue the Exchange Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and to purchase the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and corporate authority to execute and deliver this Agreement the Agreement, to issue the Notes, and to carry out and perform its obligations under the terms of this Agreement and all other agreements, instruments and other documents executed and delivered by the Company in connection with the transactions contemplated by this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Exchange Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to (i) execute and deliver this Agreement Agreement, (ii) sell and to issue the Shares hereunder, and (iii) carry out and perform its obligations under the terms of this AgreementAgreement and the Escrow Agreement and the transactions contemplated hereby and thereby.

Corporate Power. The Company It has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its respective obligations hereunder, to own its properties and to carry out on its business as now conducted and perform its obligations under to consummate the terms of this Agreementtransactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority, including but not limited to approval from the Company’s board of directors, to execute and deliver this Agreement Agreement, to issue the Exchange Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement and to consummate the other transactions contemplated by the terms of this Agreement, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, and all requisite and legal corporate power to sell and issue the Shares and Warrants and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement, the Joinder Agreement and the Warrants and the other agreements contemplated hereby, to issue and sell the Common Stock hereunder and under the Warrants, and to carry out and perform its obligations under the terms of this Agreement, the Joinder Agreement and the Warrants.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to issue the Warrant Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute execute, perform and deliver this Agreement Agreement, to sell and issue the Notes hereunder, and to carry out and perform its obligations under the terms of this Agreementhereunder.

Corporate Power. The Company has all requisite corporate power and authority to execute enter into and deliver this Agreement and each related agreement and to carry out and perform its obligations under the terms of this Agreementhereunder and thereunder.

Corporate Power. The Company has all requisite legal and corporate power and authority, including but not limited to approval from the Company’s board of directors, to execute and deliver this Agreement Agreement, to issue the Exchange Warrant hereunder and shares of the Company’s common stock thereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and to execute and deliver the agreements set forth as Exhibits hereto (collectively with this Agreement, the “Agreements”), and at the Closing to sell and issue the Shares as set forth in the Agreements, and to carry out and perform its obligations under the terms of this AgreementAgreements.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Preferred Shares hereunder, to issue the Conversion Shares and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Notes hereunder, and to carry out and perform its obligations under the terms of this the Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Loan Documents (as defined below) and to carry out and perform its obligations under the terms of this AgreementAgreement and the other Loan Documents.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement Agreement, and to carry out and perform its obligations under the terms provisions of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to issue the Note and Conversion Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to sell and issue the Warrant and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to sell and issue the Shares and to carry out and perform its obligations under the terms of this AgreementAgreement and the Exchange.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and the Note and to carry out and perform its obligations under the terms of this AgreementAgreement and the Note.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement and the other agreements contemplated hereby, to issue the Securities hereunder, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite necessary corporate power and authority to execute and deliver enter into this Agreement and to carry out and perform its obligations under the terms of this Agreementhereunder.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and execute, deliver this Agreement and to carry out and perform its obligations under this Agreement and the terms of this AgreementRegistration Rights Agreement and to sell and issue the Shares hereunder.

Corporate Power. The Company has all requisite legal and corporate --------------- power and authority to execute and deliver this Agreement and to carry out sell and perform its obligations under issue the terms of this AgreementShares hereunder.

Corporate Power. The Company has all requisite the corporate power and authority to execute and deliver this Agreement and to carry out and perform all its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power --------------- and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to effectuate the Exchange, to sell and issue the Shares and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company It has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to issue and sell its Shares and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power to execute and deliver enter into this Agreement Agreement, to sell the Shares and to carry out and perform its obligations under the terms of this Agreement, and also to own properties owned by it and to conduct business as being conducted by it.

Corporate Power. The Company XXXX has all requisite legal and corporate power to --------------- execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power --------------- to execute enter into this Agreement, to sell the Shares and deliver this Agreement Warrants hereunder and to carry out and perform its other obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power necessary for the authorization, execution and delivery of this Agreement, to execute sell and deliver this Agreement issue the Common Stock, and to carry out and perform all of its obligations under the terms of this Agreementhereunder.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, to issue the Warrants hereunder, to issue the Common Stock issuable upon exercise of the Warrants, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to carry out issue the Shares to be issued hereunder, and to execute, deliver and perform its obligations under all other instruments, documents and agreements contemplated or required by the terms provisions of this AgreementAgreement to be executed, delivered or performed by the Company.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement Agreement, to issue each Instrument and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate --------------- power to execute and deliver this Agreement Agreement, to purchase the XXXX Shares hereunder, to issue the IPAC Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority (a) to execute and deliver this Agreement Agreement, and (b) to carry out sell and perform its obligations under issue the terms of this AgreementShares and Warrants hereunder.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and the New Note and to carry out and perform its obligations under the terms of this AgreementAgreement and the New Note.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, issue the Notes and to Warrants and carry out and perform its obligations under the terms of this AgreementAgreement and under the terms of the Notes and Warrants.

Corporate Power. The Company has all requisite corporate power to execute --------------- enter into this Agreement, to sell the Shares and deliver this Agreement Warrants hereunder and to carry out and perform its other obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite the corporate power and authority necessary to execute execute, deliver and deliver perform its obligations under this Agreement, the Subscription Agreement or the Registration Rights Agreement (collectively, the "Agreements"), and at Funding to sell, and at Closing to issue, the Shares as set forth in the Agreements, and to carry out and perform its obligations under the terms of this AgreementAgreements.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Shares hereunder, and to carry out and perform its obligations under the terms of this AgreementAgreement and the transactions contemplated hereby.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement the Loan Documents and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Securities hereunder and to carry out and perform its obligations under the terms of this Agreement, the Note and the other Transaction Documents.

Corporate Power. The Company has all requisite legal and --------------- corporate power and authority to execute enter into this Agreement and all requisite legal and corporate power and authority to issue and deliver this Agreement the Warrant and the Shares and to carry out and perform its obligations under the terms and conditions of this Agreement.

Corporate Power. The Company has all requisite corporate power to execute and --------------- deliver this Agreement and the Rights Agreement, to sell and issue the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement and the Rights Agreement.

Corporate Power. The Company has all requisite corporate power power, authority and capacity to execute and deliver enter into each of this Agreement and the Warrant Indenture and to carry out perform the transactions contemplated herein and perform its obligations under therein, including, without limitation, to issue the terms of this Agreement.Offered Securities;

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and all documents or instruments contemplated hereby, to sell and issue the Shares hereunder, to issue the Common Stock in accordance with the provisions of the Certificate, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement Agreement, to issue the Notes and Warrants and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company It has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its respective obligations hereunder and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and each Note (together, the “Loan Documents”) and to carry out and perform its obligations under the terms of this Agreementeach Loan Document.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to issue and sell the Shares hereunder, to issue the Conversion Stock, and to carry out and perform its obligations under the terms of this Agreement, the Articles, and each of the Ancillary Agreements.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver this Agreement Agreement, issue the Securities, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power to --------------- execute and deliver this Agreement and the Rights Agreement, to sell and issue the Shares hereunder, to issue the Conversion Shares, and to carry out and perform its obligations under the terms of this Agreement and the Rights Agreement.

Corporate Power. The Company has all the requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, and to carry out and perform its obligations under the terms of this the Agreement.

Corporate Power. The Company has all requisite the corporate power and authority to execute and deliver this Agreement, the Pooling and Servicing Agreement and the Insurance Agreement and to carry out and perform all of its obligations under the terms of this Agreementhereunder and thereunder.

Corporate Power. The Company has all requisite legal and --------------- corporate power to execute and deliver this Agreement Agreement, to issue the Preferred Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and the Loan Agreement, to issue each Warrant and to carry out and perform its obligations under the terms of this Agreement, the Loan Agreement and under the terms of each Warrant.

Corporate Power. The Company has all requisite corporate power to execute and deliver --------------- enter into this Agreement Agreement, to sell the Securities and to carry out and perform its obligations under the terms of this Agreement, and also to own properties owned by it and to conduct business as being conducted by it.

Corporate Power. The Company has all requisite legal and corporate --------------- power and authority to execute and deliver enter into this Agreement Agreement, to sell the Purchased Shares and to carry out and perform its other obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement the Transaction Agreements, to sell and issue the Note hereunder, and to carry out and perform its obligations hereunder and thereunder. The Company’s Board of Directors (the “Board”) has approved the execution and performance of the Transaction Agreement, the performance of all obligations of the Company under the terms Transaction Agreements to be performed as of this Agreementthe Closing and the issuance of the Note.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to effectuate the Debt Repayment, to sell and issue the Shares and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power to execute and deliver enter into this Agreement Agreement, to sell the Shares hereunder and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite necessary corporate power to execute and deliver this Agreement and to carry out and perform all its obligations under hereunder. Upon its execution and delivery, this Agreement will be a valid and binding obligation of the terms of this AgreementCompany, enforceable in accordance with its terms.

Corporate Power. The Company has all requisite corporate ---------------- power to execute enter into this Agreement, to sell the Shares and deliver this Agreement Warrants hereunder and to carry out and perform its other obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement Agreement, to issue the Warrant hereunder and to carry out and perform its other obligations under this Agreement and the terms of this AgreementWarrant.

Corporate Power. The Company Corporation has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents, to carry out and perform its obligations under the terms of this Agreement.issue, sell and

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the Shareholders Agreement and to carry out and perform its obligations under the terms of this AgreementAgreement and the Shareholders Agreements and the transactions contemplated hereby and thereby.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement and the Warrant and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Note hereunder, to issue the Conversion Shares and to carry out and perform its obligations under the terms of this AgreementAgreement and each of the Transaction Documents.

Corporate Power. The Company has all requisite the corporate power and authority to execute and deliver this Agreement, the Underwriting Agreement, the Pooling and Servicing Agreement and the Insurance Agreement and to carry out and perform all of its obligations under the terms of this Agreementhereunder and thereunder in all material respects.

Corporate Power. The Company Corporation has all requisite corporate power and authority to execute enter into and deliver this Agreement and each related agreement and to carry out and perform its obligations under the terms of this Agreementhereunder and thereunder.

Corporate Power. The Company has all requisite corporate power to --------------- execute and deliver this Agreement and the Rights Agreement, to sell and issue the Shares hereunder, to issue the Conversion Shares, and to carry out and perform its obligations under the terms of this AgreementAgreement and the Rights Agreement (described below).

Corporate Power. The Company Corporation has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents, to issue, sell and deliver the Shares, and to carry out and perform its obligations under the terms of this AgreementAgreement and each of the other Transaction Documents.

Corporate Power. A. The Company has all requisite the corporate power to execute and deliver this the Agreement and to carry out and perform its obligations under the terms of this Agreementthereunder.

Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement Agreement, to sell and issue the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and to carry out and perform its other obligations under the terms of this the Agreement.

Corporate Power. The Company has all requisite legal and corporate --------------- power and authority to execute and deliver enter into this Agreement and to sell the Purchased Shares and to carry out and perform its other obligations under the terms of this Agreement.

Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement Agreement, to sell and issue the Securities hereunder, to carry out and perform its obligations under the terms of this Agreement, and to complete the transactions contemplated hereby.