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 Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 CharterRelated Agreements, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance (or reservation for issuance) and delivery of the Shares and the Warrants pursuant hereto and pursuant to the Charter has have been taken or will be taken prior to the Closing DateClosing. This AgreementThe Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are 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 as of the date of such sale or conversionwith.

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 Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 CharterExhibit A, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter Exhibit A has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 Charter, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 CharterRelated Agreements, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance (or reservation for issuance) and delivery of the Shares pursuant hereto and pursuant to the Charter has have been taken or will be taken prior to the Closing DateClosing. This AgreementThe Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are 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 as of the date of such sale or conversionwith.

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 Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 Charter, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Charter Restated Articles has been taken or will be taken prior to the Closing DateClosing. This The Agreement, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) general principles of equity that restrict the availability of equitable remedies; and (c) to the extent that the enforceability of any indemnification provisions herein may be limited by applicable laws. The sale issuance of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company and its officers, directors and stockholders necessary for the authorization of this Agreement and the CharterRelated Agreements, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to taken. The Agreement and the Closing Date. This AgreementRelated Agreements, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) 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. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

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 CharterAgreement, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Charter Warrant has been taken or will be taken prior to the Closing DateClosing. This Agreement, when executed and delivered, will be contain valid and binding obligation obligations of the Company enforceable in accordance with its 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 (b) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Warrant Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders stock/shareholders necessary for the authorization of this Agreement and the Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders [stock/shareholders] necessary for the authorization of this Agreement and the Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 Charter, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder hereunder, and the subsequent conversion of the Shares into the any Conversion Shares Shares, are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.

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 CharterAgreement, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Preferred Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing Datetaken. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale issuance of the Preferred Shares hereunder and the subsequent conversion of the Preferred Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers, officers and directors and stockholders necessary for the authorization of this Agreement and the CharterRelated Agreements, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and and, the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter has Note have been taken or will be taken prior to the Closing DateClosing. This AgreementThe Agreement and the Related Agreements, when executed and delivereddelivered and to the extent it is a party thereto, will be valid and binding obligation obligations of the Company enforceable in accordance with its their terms, except (a) except: as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, ; and (b) general principles of equity that restrict the availability of equitable or legal remedies. The sale of the Shares hereunder Note and the subsequent conversion of the Shares Note into the Conversion Note Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

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 CharterAgreement, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Restated Charter has been taken or will be taken prior to the Closing DateClosing. This The Agreement, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

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 CharterAgreement, the performance of all obligations of the Company hereunder and thereunder on at the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Conversion Shares pursuant to the Charter Restated Articles has been taken or will be taken prior to the Closing DateClosing. This The Agreement, when executed and delivered, will be valid and binding obligation obligations of the Company enforceable in accordance with its 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversionwith.

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 CharterStockholders Agreement, the performance of all obligations of the Company hereunder and thereunder on the Closing Date and the authorization, sale, issuance and delivery of the Shares pursuant hereto and pursuant to the Charter Stockholders Agreement has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered, will be valid and binding obligation of the Company enforceable in accordance with 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) general principles of equity that restrict the availability of equitable remedies. The sale of the Shares hereunder and the subsequent conversion of the Shares into the Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with as of the date of such sale or conversion.