definiens: of the Company means to the actual knowledge after reasonableinvestigation of any of the executive officers of the Company identified onSchedule 3.0 ) ( which will include the Chief Executive Officer and President, Chief Financial Officer and General Counsel ): 3.1 ORGANIZATION, GOOD STANDING AND AUTHORITY . The Company is acorporation duly organized, validly existing and in good standing under the lawsof the State of Texas and is qualified to do business as a foreign corporationin each jurisdiction in which such qualification is required, except where thefailure so to qualify would not have a material adverse effect on the business, assets, liabilities, condition ( financial or otherwise ), operations or prospectsof the Company ( a ) . The Company has all requisitecorporate power and authority to own and operate its properties and assets, tocarry on its business as presently conducted and as proposed to be conducted, toexecute and deliver this Agreement and the Registration Rights Agreement, datedas of the Closing Date, between the Company and [COMPANY] ( the and, with this Agreement, collectively, the ), and to perform its obligations under each of the Transaction Documents, including, without limitation, the issuance of the Preferred Shares