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

Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents 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. The Board has approved the acquisition of the Securities and, upon any exercise of the Warrants or any declaration of a dividend, the issuance of the Underlying Shares by the Purchaser hereunder, and this approval by the Board satisfies the approval requirements of Article 13.03.A(1) of the Texas Business Corporation Act with respect to the transactions contemplated by this Agreement (including the actions contemplated or referenced in Sections 5.10(a) and 5.15). The Board by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Articles of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Securities, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, this Agreement and the transactions contemplated by this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents 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 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 corporate action on the part of the Company. This Agreement has been, and prior to the Closing the other Transaction Documents will be, duly executed and delivered by the Company and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Statement of Resolution and, assuming this Agreement and each of the other Transaction Documents to which Purchasers are a party constitute the valid and binding obligations of Purchasers, this Agreement and each of the other Transaction Documents constitutes a valid and binding obligation of the Company enforceable in accordance with 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. (a) The Board Each of Parent and Mxxxxx Sub has approved this Agreement, the other Transaction Documents all requisite organizational power to execute 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. The Board has approved the acquisition of the Securities and, upon any exercise of the Warrants or any declaration of a dividend, the issuance of the Underlying Shares by the Purchaser hereunder, and this approval by the Board satisfies the approval requirements of Article 13.03.A(1) of the Texas Business Corporation Act with respect to the transactions contemplated by this Agreement (including the actions contemplated or referenced in Sections 5.10(a) and 5.15). The Board by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Articles of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Securities, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, deliver this Agreement and the transactions contemplated by this Agreementto perform its obligations hereunder. The Company has all requisite corporate power execution, delivery and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery performance of this Agreement by Pxxxxx and each of the other Transaction Documents Mxxxxx Sub and the consummation of each by Pxxxxx and Merger Sub of the transactions and Transactions, including the performance of each consummation of the obligations contemplated hereby and thereby Merger, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to, with respect to consummation of the CompanyMerger, the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department. This Agreement has been, and prior to the Closing the other Transaction Documents will be, been duly executed and delivered by the Company each of Parent and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Statement of Resolution Merger Sub and, assuming the due and valid execution of this Agreement and each of by the other Transaction Documents to which Purchasers are a party constitute the valid and binding obligations of PurchasersCompany, this Agreement and each of the other Transaction Documents constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcyCreditors’ Rights. The Parent Board, insolvencyat a meeting duly called and held unanimously, reorganization(i) determined that this Agreement and the Transactions, moratorium including the Parent Stock Issuance, are in the best interests of Parent and other similar laws (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Member has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of general applicability relating Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or affecting creditors' rights the Merger Sub Sole Member have been rescinded, withdrawn or modified in any way. There is no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Transactions, including the Merger and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Parent Stock Issuance.

Authority; No Violations; Approvals. (a) The Board has approved this Agreement, the other Transaction Documents 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. The Board has approved the acquisition sale of the Securities and, upon any exercise of the Warrants or any declaration conversion of a dividendthe Shares, the issuance of the Underlying Shares by the to Purchaser hereunder, and this approval by the Board satisfies the approval requirements of Article 13.03.A(1) of the Texas Business Corporation Act with respect to the transactions contemplated by this Agreement (including the actions contemplated or referenced in Sections 5.10(a) and 5.15). The Board by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Articles of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Securities, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, this Agreement and the transactions contemplated by this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and each of the other Transaction Documents 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 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 corporate action on the part of the Company. This Agreement has been, and prior and, subject to the completion of the Closing, at the Closing the other Transaction Documents Warrants and the Registration Rights Agreement will be, duly executed and delivered by the Company Company, and the Statement Certificate of Resolution Designation has been duly adopted by the Board of Directors in accordance with applicable Law. Each The Certificate of Designation (upon the filing of the Statement same with the Delaware Secretary of Resolution State) and, assuming this Agreement and each of the other Transaction Documents to which Purchasers are Purchaser is a party constitute the valid and binding obligations of PurchasersPurchaser, this Agreement and each of the other Transaction Documents Warrants and the Registration Rights Agreement, constitutes a valid and binding obligation of the Company enforceable in accordance with 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. (a) The Board Each of Parent and Mergxx Xxx has approved this Agreement, the other Transaction Documents all requisite organizational power to execute 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. The Board has approved the acquisition of the Securities and, upon any exercise of the Warrants or any declaration of a dividend, the issuance of the Underlying Shares by the Purchaser hereunder, and this approval by the Board satisfies the approval requirements of Article 13.03.A(1) of the Texas Business Corporation Act with respect to the transactions contemplated by this Agreement (including the actions contemplated or referenced in Sections 5.10(a) and 5.15). The Board by a vote of not less than a majority of the "Continuing Directors" (as defined in the Company's Articles of Incorporation) holding office as of such date expressly approved, in advance of the acquisition of the Securities, the Underlying Shares and such other acquisition of the Company's securities as are contemplated by this Agreement, deliver this Agreement and the transactions contemplated by this Agreementto perform its obligations hereunder. The Company has all requisite corporate power execution, delivery and authority to enter into this Agreement and each of the other Transaction Documents and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery performance of this Agreement and each of the other Transaction Documents by Parexx xxx Mergxx Xxx and the consummation of each by Parexx xxx Merger Sub of the transactions and Transactions, including the performance of each consummation of the obligations contemplated hereby and thereby Merger, have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, subject to, with respect to consummation of the CompanyMerger, the filing of the Articles of Merger with, and acceptance for record by, the Maryland Department. This Agreement has been, and prior to the Closing the other Transaction Documents will be, been duly executed and delivered by the Company each of Parent and the Statement of Resolution has been duly adopted by the Board of Directors in accordance with applicable Law. Each of the Statement of Resolution Merger Sub and, assuming the due and valid execution of this Agreement and each of by the other Transaction Documents to which Purchasers are a party constitute the valid and binding obligations of PurchasersCompany, this Agreement and each of the other Transaction Documents constitutes a valid and legally binding obligation of the Company each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to bankruptcyCreditors’ Rights. The Parent Board, insolvencyat a meeting duly called and held unanimously, reorganization(i) determined that this Agreement and the Transactions, moratorium including the Parent Stock Issuance, are in the best interests of Parent and other similar laws (ii) approved this Agreement and the Transactions, including the Parent Stock Issuance. The Merger Sub Sole Member has (A)(1) determined that this Agreement and the Transactions, including the Merger, are in the best interests of general applicability relating Merger Sub and (2) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (B) executed a written consent pursuant to which it has authorized and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or affecting creditors' rights the Merger Sub Sole Member have been rescinded, withdrawn or modified in any way. There is no vote of the holders of any class or series of Parent Capital Stock necessary to approve the Transactions, including the Merger and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)the Parent Stock Issuance.