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 thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Shares pursuant to the related agreements has been 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, (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.

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 the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Conversion Shares pursuant to the related agreements Charter has been 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, (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.

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 AgreementsLoan Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto Securities and the Preferred issuance and delivery of the Conversion Shares pursuant to the related agreements Securities has been taken. The This Agreement and the Related Agreements, when other Loan 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, 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 actions 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 the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Conversion Shares pursuant to the related agreements Restated Charter has been 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, (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.

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 the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Conversion Shares pursuant to the related agreements has been 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, (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.

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

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 AgreementsStockholders’ Agreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Shares Warrant pursuant to this Agreement pursuant to the related agreements Charter has been taken. The Agreement and the Related AgreementsStockholders’ 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) 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 AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Conversion Shares pursuant to the related agreements Amended Charter and Certificate of Designations has been 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 (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity that restrict the availability of equitable remedies, remedies and (c) to the extent that the enforceability of the indemnification provisions in the Investor Rights Agreement herein may be limited by applicable laws.

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 AgreementsTransaction Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing Closing, including the pledge of the Collateral as security for the Notes, and the authorization, sale, issuance and delivery of the Shares pursuant hereto and upon exercise of the Preferred Shares pursuant to the related agreements Warrants has been 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 (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (bii) according to general principles of equity that restrict the availability of equitable remedies, remedies and (ciii) to the extent that the enforceability of the indemnification provisions in of the Investor Registration Rights Agreement may be limited by applicable laws. The sale of the Shares upon exercise of the Warrant 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 shareholders necessary for the authorization of this Agreement and the Related AgreementsTransaction Documents, the performance of all obligations of the Company hereunder and thereunder at the Closing and the Closing, including authorization, sale, issuance and delivery of the Shares pursuant hereto upon conversion of the Note and upon payment on the Preferred Shares pursuant to the related agreements Note, has been taken. The Agreement and the Related AgreementsTransaction Documents, when executed and delivered, will be valid and binding obligations of the Company enforceable against the Company 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, (bii) according to general principles of equity that restrict the availability of equitable remedies, remedies and (ciii) to the extent that the enforceability of the indemnification provisions in of the Investor Registration Rights Agreement may be limited by applicable laws. The sale of the Shares upon conversion of the Note or upon payment on the Note 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 Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and the authorization, sale, issuance and delivery of the Shares pursuant hereto and the Preferred Conversion Shares pursuant to the related agreements Certificate has been 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, (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.