Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and the authorization, sale, issuance and delivery of the Units pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) as limited by general principles that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsClosing Documents, the performance of all obligations of the Company hereunder and thereunder and the authorization, sale, issuance and delivery of the Units pursuant hereto and the Related Agreements Securities has been taken or will be taken. The This Agreement and the Related Agreements, when other Closing Documents have been duly executed and delivered, will be delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their terms, respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors Board of Directors and stockholders shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Purchased Common Stock pursuant hereto and the Related Agreements has been taken or will be takentaken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their terms, its terms except (a1) as limited by the applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b2) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements Conversion Shares pursuant to the Certificate of Designation has been taken or will be taken. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) the discretion of courts of equity.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements Conversion Shares pursuant to the Amended Charter and Certificate of Designations has been taken or will be taken. The Agreement and the Related AgreementsAgreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except as limited by (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be takentaken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. The sale of the Shares is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Authorization; Binding Obligations. All corporate action on the part of the CompanyCorporation, its officers, directors and stockholders necessary for the authorization due authorization, execution and delivery of this Agreement and the Related Agreementsagreement, the performance of all obligations of the Company Corporation hereunder and the authorization, sale, issuance and delivery of the Units shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related AgreementsThis agreement, when executed and delivered, will be the valid and binding obligations obligation of the Company Corporation enforceable against the Corporation, in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, ; and (bii) as limited by general principles of equity that restrict the availability of specific performance, injunctive relief or other equitable remedies. The sale of the shares is not and will not be subject to any preemptive rights or rights of first refusal.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements Conversion Shares pursuant to the Certificate of Designation has been taken or will be taken. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (bii) as limited by general principles of equity that restrict the availability of equitable remedies, and (iii) the discretion of courts of equity.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and the authorization, sale, issuance and delivery of the Units Securities pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (bii) as limited by general principles that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares and Warrant pursuant hereto and the Related Agreements has been taken or will be taken. The This Agreement and the Related Agreements, when has been duly executed and delivereddelivered by the Company and, will be assuming due authorization, execution and delivery by the Purchaser, constitutes valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remediesremedies and (c) to the extent that the enforceability of indemnification provisions may be limited by applicable Laws.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders Company necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing, and the authorization, sale, issuance and delivery of the Units pursuant hereto and the Related Agreements Notes has been taken or will be takentaken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, except except: (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and ; and (b) as limited by general principles of equity that restrict the availability of equitable or legal remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and pursuant to the Related Agreements Articles has been taken or will be taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders VGI Stockholders necessary for the authorization of this Agreement and the Related AgreementsSettlement Agreement, the performance of all obligations of the Company hereunder and thereunder and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related AgreementsSettlement Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement or the Settlement Agreement may be limited by applicable laws.

Authorization; Binding Obligations. All corporate action on the ---------------------------------- part of the Company, Company and its officers, directors and stockholders shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be takentaken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered, will be a valid and legally binding obligations obligation of the Company enforceable in accordance with their its terms, except (a) as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, rights and (bii) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsExchange Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Units Exchange Securities pursuant hereto and the Related Agreements has been taken or will be takentaken prior to the Closing. The Exchange Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ; and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors Company (including the respective officers and stockholders directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the authorization, sale, issuance and delivery of the Units pursuant hereto and the other Related Agreements at the Closing has been taken or will be takentaken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Company, enforceable in accordance with their terms, except except: (aa ) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) as limited by general principles that restrict the availability of equitable remedies.; and

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders equityholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be taken. The This Agreement and the Related Agreements, when has been duly executed and delivered, will be delivered by the Company and constitutes valid and binding obligations of the Company enforceable in accordance with their respective terms, except (aA) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (bB) as limited by general principles of equity that restrict the availability of equitable remedies, and (C) to the extent that the enforceability of the indemnification provisions in this Agreement may be limited by applicable laws.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsRegistration Rights Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Units Purchased Shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related AgreementsRegistration Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions in the Registration Rights Agreement may be limited by applicable laws.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at each Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in the Investor Rights Agreement may be limited by applicable laws.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsTransaction Documents, the performance of all obligations of the Company hereunder under the Transaction Documents at the Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related AgreementsTransaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, ’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and the authorization, sale, issuance and delivery of the Units Securities pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (bii) as limited by general principles that restrict the availability of equitable remedies.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the Related AgreementsVoting Agreement, the performance of all obligations of the Company hereunder and thereunder at the Initial Closing and the authorization, sale, issuance and delivery of the Units Shares pursuant hereto and the Related Agreements has been taken or will be taken. The Agreement and the Related AgreementsVoting Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights, and (b) as limited by general principles of equity that restrict the availability of equitable remedies.