goodstanding in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. WESTN240047077.6 2 EFTA00289692 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to

, the Company hereby represents and warrants to each Purchaser as of the date of this Agreement as set forth below. 3.1 Organization and Standing; Corporate Power. The Company is a corporation duly organized and existing under the laws of the State of California and is in good standing under such laws. The Co

is in good standing under such laws. The Company has requisite corporate power and authority to carry on its business as presently conducted. (b) Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Note and to carry out and perform its obligations

is in good standing under such laws. The Company has requisite corporate power and authority to carry on its business as presently conducted. (b) Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Note and to carry out and perform its obligations

goodstanding in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. WESTN240047077.6 2 EFTA00289561 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to