Common use of Authority; No Violations; Approvals Clause in Contracts

Authority; No Violations; Approvals. (i) Each of WIC and Purchaser has approved the Transaction Documents to which it is a party and the transactions contemplated thereby. WIC has all requisite limited liability company power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of Purchaser. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC and Purchaser and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC and Purchaser enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (ia) Each of WIC and Purchaser The Board has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. WIC The Board has approved the acquisition of the Shares and, upon any conversion of the Shares, the issuance of the Underlying Shares by Purchaser hereunder. The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of PurchaserCompany. This Agreement has been, and at or prior to the Initial Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC the Company and Purchaser the Certificates of Designation have been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Certificates of Designation and, assuming this Agreement and each of the other Transaction Documents to which Purchaser is a party constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC Purchaser, this Agreement and Purchaser each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (ia) Each The Board by a vote of WIC not less than a majority of the "Continuing Directors" (as defined in the Company's Certificate of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Notes, the Underlying Shares and Purchaser has approved such other acquisition of the Company's securities as are contemplated by this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby. WIC The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of PurchaserCompany. This Agreement has beenand the other Transaction Documents have been duly executed and delivered by the Company except the Notes, which will be duly executed and at delivered by the Closing Company upon payment of the Purchase Price therefor. Assuming this Agreement and at any Option Closings, as applicable, each of the other Transaction Documents to which it is Purchasers are a party will be, duly executed and delivered by WIC and Purchaser and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC Purchasers, this Agreement and Purchaser each of the other Transaction Documents constitutes or in the case of the Notes, when issued and delivered will constitute, a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (i) Each of WIC and Purchaser The Board has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, has declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the stockholders of the Company and has recommended to the Company's stockholders approval of the Preferred Share Issuance, the Warrant Issuance and the Restated Certificate, in each case by unanimous vote of the Board members present at the meeting of the Board at which such actions were taken. WIC The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and the other Transaction Documents and, subject to which it is a party and receipt of the approval referred to in the next following sentence, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC the Company, other than the approval of the Preferred Share Issuance, the Warrant Issuance and all necessary corporate, partnership or limited liability company, the Restated Certificate by the Requisite Votes of the stockholders of the Company as the case may be, action on the part of Purchaserprovided in Section 4.1. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC and Purchaser the Company and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the Companyother parties thereto, constitute valid and binding obligations of WIC and Purchaser the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (i) Each The Board of WIC and Purchaser Directors has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. WIC The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate each of the transactions contemplated therebyhereby and thereby (except as otherwise contemplated in this Agreement). The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of PurchaserCompany. This Agreement and each of the other Transaction Documents have been duly executed and delivered by the Company and the Preferred Stock Designations has beenbeen duly adopted by the Board of Directors in accordance with applicable law. Each of the Preferred Stock Designations and, assuming this Agreement and at the Closing and at any Option Closings, as applicable, each of the other Transaction Documents to which it is a party will bethe Purchasers are parties constitute the valid and binding obligations of the Purchasers, duly executed and delivered by WIC and Purchaser and, assuming this Agreement and each of the other Transaction Documents constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC and Purchaser the Company enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (ia) Each of WIC and Purchaser The Board has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. WIC The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of PurchaserCompany. This Agreement has been, and at or prior to the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC the Company and Purchaser the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC such Investor, this Agreement and Purchaser each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (i) Each of WIC and Purchaser has approved the Transaction Documents to which it is a party and the transactions contemplated thereby. WIC has all requisite limited liability company power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary limited liability company action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of Purchaser. This Agreement has been, and at the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC and Purchaser and, assuming this Agreement and the other Transaction Documents constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC and Purchaser enforceable in accordance with their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; No Violations; Approvals. (ia) Each of WIC and Purchaser The Board has approved this Agreement, the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, and declared this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby to be in the best interests of the Company. WIC The Board has approved the issue and sale of the Shares and, upon any conversion of the Shares hereunder, the issuance of the Common Stock issuable upon such conversion. The Company has all requisite limited liability company corporate power and authority, and Purchaser has all requisite corporate, partnership or limited liability company, as the case may be, power and authority, authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of WIC and all necessary corporate, partnership or limited liability company, as the case may be, action on the part of PurchaserCompany. This Agreement has been, and at or prior to the Closing and at any Option Closings, as applicable, the other Transaction Documents to which it is a party will be, duly executed and delivered by WIC the Company and Purchaser the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. The Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which such Investor is a party constitute the valid, binding and enforceable obligations of the Company, constitute valid and binding obligations of WIC such Investor, this Agreement and Purchaser each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with their respective its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' ’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).