Common use of Organization; Good Standing; Qualification Clause in Contracts

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as presently proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement and to issue and sell the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)Common Stock.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to issue and sell the Shares and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which out the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results provisions of operations of the Company (such a “Material Adverse Effect”)this Agreement.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement, to issue the Shares and to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which out the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results provisions of operations of the Company (such a “Material Adverse Effect”)this Agreement.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which it presently conducts business and in which the failure to be so qualify qualified would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a ------------------------------------------ corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Units, and to so qualify would have a material adverse effect on carry out the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results provisions of operations of the Company (such a “Material Adverse Effect”)this Agreement.

Organization; Good Standing; Qualification. The Company Company: (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware; (ii) has all requisite corporate the power and authority to own, lease and operate its properties and carry on its business as presently conducted now conducted; and as proposed to be conducted. The Company (iii) is duly qualified qualified, licensed to transact do business and is in good standing as a foreign corporation in each jurisdiction in which where the failure to be so qualify would qualified or licensed could reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedDelaware. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so qualify would not have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”Effect (as hereinafter defined).

Organization; Good Standing; Qualification. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, is qualified to conduct business and is in both corporate and tax good standing under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification. The Company has all the requisite corporate power and authority to own and operate its properties and assets, and to carry out the provisions hereof and thereof, and to carry on its business as presently conducted and as proposed to be currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, the failure to so qualify would have a material adverse effect on Investors' Rights Agreement (collectively, the business, assets (including intangible assets"Agreements"), liabilitiesto issue and sell the Series A Preferred Stock and the Common Stock issuable upon conversion thereof, financial condition, property, prospects or results of operations and to carry out the provisions of the Company (such a “Material Adverse Effect”)Agreements.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Shares, and to so qualify would have a material adverse effect on carry out the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results provisions of operations of the Company (such a “Material Adverse Effect”)this Agreement.

Organization; Good Standing; Qualification. (a) The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, is duly qualified to conduct business and is in both corporate and tax good standing under the laws of each jurisdiction in which the failure to be so qualified could materially adversely affect the Company, its business, prospects or financial condition. The Company has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted currently conducted, to execute and as proposed deliver this Agreement and the Transactional Agreements, and to be conducted. The Company is duly qualified to transact business carry out the provisions hereof and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)thereof.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly currently not qualified to transact business and is as a foreign corporation in good standing in each jurisdiction in which the any other jurisdictions. The failure to so qualify would to transact business will not have a material adverse effect effect, however, on the business, assets Company's business (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”as currently conducted).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Series B Preferred Stock and the Common Stock issuable upon conversion thereof, and to so qualify would have a material adverse effect on carry out the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations provisions of the Company (such a “Material Adverse Effect”)Agreements.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Corporate Law and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified ,, to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, to issue and sell the failure Shares, and to so qualify would have a material adverse effect on carry out the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results provisions of operations of the Company (such a “Material Adverse Effect”)this Agreement.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)effect.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conductedexecute and deliver this Agreement. The Company is duly qualified qualified, is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the its business, assets (including intangible assets)properties, liabilitiesprospects, or financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on the its business, assets (including intangible assets), liabilities, financial condition, propertyproperties, prospects or results of operations of the Company (such a “Material Adverse Effect”)financial condition.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own, lease, license and operate its properties and assets and to carry on its business as presently now conducted and as presently proposed to be conducted. The Company is duly qualified , to transact business execute and is in good standing in each jurisdiction in which deliver this Agreement, and to issue and sell the failure to so qualify would have a material adverse effect on Shares and the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”)Common Stock issuable upon conversion thereof.

Organization; Good Standing; Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conductedDelaware. The Company is duly qualified and is authorized to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on the Company’s business, assets properties or financial condition (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company (such a “Material Adverse Effect”).

Organization; Good Standing; Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted now conducted, to execute and as proposed to be conducted. The Company is duly qualified to transact business deliver this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on Rights Agreement (collectively, the business, assets (including intangible assets“Agreements”), liabilities, financial condition, property, prospects or results of operations to issue and sell the Shares and to carry out the provisions of the Company (such a “Material Adverse Effect”)Agreements.