Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Articles of Incorporation or Bylaws, or cause the creation of any Claim upon any of the assets of the Company; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, execution and delivery and performance by the Company of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Series A Preferred Shares, Shares and, upon conversion of the Convertible Series A Preferred Shares, the issuance and delivery of the Common Conversion Shares, and the performance by the Company of the transactions contemplated by this Agreement and such other agreements, documents and instruments have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery by the Company of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Series A Preferred Shares, Shares and, upon conversion of the Convertible Series A Preferred Shares, the issuance and delivery of the Common Conversion Shares Shares, and the performance by the Company of the transactions contemplated by this Agreement and such other agreements, documents and instruments, instruments do not and will not: not (ia) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under or loss of benefit under, accelerate any contract obligations under, or give rise to a right of termination of, any contract, agreement, obligation, permit, license, obligation or authorization to which the Company is a party or by which any of its assets are bound, or any provision of its Charter, including the Articles Certificate of Incorporation Designations, or the Bylaws, or cause the creation of any Claim Lien upon any of the assets of the CompanyCompany (except as contemplated by this Agreement and such other agreements, documents, and instruments executed by the Company pursuant hereto); (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iii) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (ivb) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation underprovisions of any law, regulation or rule, or give rise to a right of termination any order of, or any agreementrestriction imposed by, permit, license any court or authorization other governmental agency applicable to which the Company; or (c) require from the Company is a any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than pursuant to state securities or by which the Company is boundblue sky laws.

Authorization and Non-Contravention. (a) This The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company pursuant hereto are as contemplated hereby (including, without limitation, the Certificate) and the issuance and delivery of (i) the Series A Class 1 Preferred Shares and (ii) upon the conversion of the Series A Class 1 Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and each such other agreement, document and instrument (including, without limitation, the Certificate) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant heretohereto or as contemplated hereby (including, without limitation, the Certificate) and the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of (i) the Convertible Series A Class 1 Preferred Shares, and, Shares and (ii) upon the conversion of the Convertible Series A Class 1 Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (iA) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Articles Certificate of Incorporation or BylawsBylaws of the Company, or cause the creation of any Claim material encumbrance upon any of the assets of the Company; (iiB) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iiiC) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other third partythan as may be required to secure an exemption from qualification of the offer and sale of the Series A Class 1 Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws; or (ivD) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or any of its assets is a party or by which the Company or any of its assets is bound.

Authorization and Non-Contravention. (a) This The execution, delivery and performance by the Company of this Agreement and all other agreements, documents and instruments to be executed and delivered by the Company pursuant hereto are as contemplated hereby (including, without limitation, the Certificate) and the issuance and delivery of (i) the Series A Class 2 Preferred Shares and (ii) upon the conversion of the Series A Class 2 Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and each such other agreement, document and instrument (including, without limitation, the Certificate) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, execution and delivery and performance by the Company of this Agreement and all agreementseach other agreement, documents document and instruments instrument to be executed and delivered by the Company pursuant heretohereto or as contemplated hereby (including, without limitation, the Certificate) and the performance by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of (i) the Convertible Series A Class 2 Preferred Shares, and, Shares and (ii) upon the conversion of the Convertible Series A Class 2 Preferred Shares, the issuance and delivery of the Conversion Shares, have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (iA) violate violate, conflict with or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Articles Certificate of Incorporation or BylawsBylaws of the Company, or cause the creation of any Claim material encumbrance upon any of the assets of the Company; (iiB) violate, conflict with violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iiiC) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other third partythan as may be required to secure an exemption from qualification of the offer and sale of the Series A Class 2 Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws; or (ivD) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company or any of its assets is a party or by which the Company or any of its assets is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except: (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (y) as limited by laws relating subject to the availability of specific performance, injunctive relief or other equitable remediesGeneral Enforceability Exceptions. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares, hereto have been duly authorized by all necessary corporate or other action of the Company. The execution and delivery of this Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto, the issuance and delivery of the Convertible Preferred Shares, and, upon conversion of the Convertible Preferred Shares, the issuance and delivery of the Conversion Shares hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of or result in the breach of any provision of the organizational documents of Company (ii) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any contract or obligation to which the Company is a party or by which its assets are bound, or any provision of the Articles of Incorporation or Bylaws, or cause the creation of any Claim claim upon any of the assets of the Company; (iiiii) violate, violate or conflict with in any way, or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any lawLaw, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (iiiiv) based, and in reliance, upon the accuracy of the Investors' representations and warranties set forth in Section 3.3, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority Governmental Authority or other third party; or (ivv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound, except in the case of clauses (ii) through (v) as would not (1) materially and adversely affect the ability of Company to carry out its obligations under, and to consummate the transactions contemplated by this Agreement or (2) otherwise have a Material Adverse Effect.