Common use of Authorization; Consents Clause in Contracts

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iv) the Warrants and all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such instruments being collectively referred to herein as the "Transaction Documents"), to issue and sell the Debentures and Warrants to the Purchaser in accordance with the terms hereof, to issue Conversion Shares upon conversion of the Debentures, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, and to issue Conversion Shares upon conversion of the Preferred Shares. Except as set forth on Schedule 3.2, all corporate action on the part of the Company by its officers, directors and stockholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles of Amendment has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. or otherwise).

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents documents, certificates or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to execute and perform its obligations under the Certificate of Designation, to execute and perform its obligations under the Warrants, to issue and sell the Debentures Preferred Shares and the Warrants to the such Purchaser in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the DebenturesPreferred Shares in accordance with the Certificate of Designation, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, Warrants and to issue Conversion the Dividend Payment Shares upon conversion in accordance with the Certificate of the Preferred SharesDesignation. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles Certificate of Amendment Designation, and (C) the authorization and execution, and the performance by the Company of its obligations under, the Warrants has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. Inc., other than with respect to the listing of the Conversion Shares on the Nasdaq Small Cap Market, or otherwise).

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents documents, certificates or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction DocumentsTRANSACTION DOCUMENTS"), to execute and perform its obligations under the Certificate of Designation, to execute and perform its obligations under the Warrants, to issue and sell the Debentures and Warrants Preferred Shares to the such Purchaser in accordance with the terms hereof, to issue the Conversion Shares and the Warrants upon conversion of the DebenturesPreferred Shares in accordance with the Certificate of Designation, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, Warrants and to issue Conversion the Dividend Payment Shares upon conversion in accordance with the Certificate of the Preferred SharesDesignation. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles Certificate of Amendment Designation, and (C) the authorization and execution, and the performance by the Company of its obligations under, the Warrants has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act and applicable state securities laws in respect of the Registration Rights Agreement1976, as amended), or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. or otherwise).

Authorization; Consents. The Company has the requisite corporate ----------------------- power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents documents, certificates or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to execute and --------------------- perform its obligations under Authorized Terms, to execute and perform its obligations under the Warrants, to issue and sell the Debentures Preferred Shares and the Warrants to the such Purchaser in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the DebenturesPreferred Shares in accordance with the Authorized Terms, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, Warrant and to issue Conversion the Dividend Payment Shares upon conversion of in accordance with the Preferred SharesAuthorized Terms. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders shareholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under the Authorized Terms, and (C) the authorization and execution, and the performance by the Company of its obligations under, the Articles of Amendment has Warrants have been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholdersshareholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement)organization, or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. or otherwise)required.

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents documents, certificates or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to issue and sell the Debentures and Warrants to the Purchaser in accordance with the terms hereof, to issue Conversion Shares upon conversion of the Debentures, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file execute and perform its obligations under the Articles of Amendment, to execute and perform its obligations under the Warrant, to issue and sell the Preferred Shares and the Warrants to exchange such shares for Debentures pursuant to Purchaser in accordance with the Exchangeterms hereof, and to issue the Conversion Shares upon conversion of the Preferred SharesShares in accordance with the Articles of Amendment, to issue the Warrant Shares upon exercise of the Warrants and to issue the Issuable Securities in accordance with the Articles of Amendment. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders shareholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles of Amendment has Amendment, and (C) the authorization and execution, and the performance by the Company of its obligations under, the Warrant have been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholdersshareholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement)organization, or any other person or entity is required (other than any consent of such shareholders that may be required pursuant to any rule of Rule 4460 promulgated by the National Association of Securities Dealers, Inc. or otherwise(the "NASD") and, with respect to the Registration Rights Agreement, applicable securities authorities).

Authorization; Consents. The Company has the requisite corporate ----------------------- power and authority to enter into and perform its obligations under (i) this Exchange Agreement, (ii) the Debentures, Series D Articles of Amendment and (iii) the Registration Rights Agreement and Warrants (iv) the Warrants and all other agreementstogether, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such instruments being collectively referred to herein as the "Transaction Documents"), to execute and file, and perform its --------------------- obligations under the Series D Articles of Amendment, to make the prepayment of $720,000 under the 1999 Note, to issue Series D Junior Preferred Stock and sell to amend the Debentures A Warrant and C Warrant and to issue the Warrants to the Purchaser CC in accordance with the terms hereof, to issue Conversion Shares upon conversion of the Debentures, hereof and to issue and deliver Conversion Shares in accordance with the Warrant Shares upon exercise terms of the Series D Articles of Amendment and the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, and to issue Conversion Shares upon conversion of the Preferred Shares. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (Ai) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, Documents and (Bii) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Series D Articles of Amendment and the Warrants has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreementregistration of Conversion Shares), or any other person or entity is required (pursuant to any rule of the Nasdaq National Association of Securities DealersMarket, Inc. or otherwise).

Authorization; Consents. The Company has the requisite corporate ------------------------ power and authority to adopt and file the Certificate of Designation, to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iv) the Warrants and all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such instruments being collectively referred to herein as the "Transaction Documents"), to issue and sell the Debentures Preferred Stock and the Warrants to the Purchaser Investors in accordance with the terms hereofhereof and thereof, to issue the Conversion Shares upon conversion of the Debentures, Preferred Stock and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, and to issue Conversion Shares upon conversion of the Preferred Shares. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, Certificate of Designation and the performance by the Company of its obligations under, the Articles of Amendment Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency Governmental Authority or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. Dealers ("NASD") or otherwise). The Company's Board of Directors has determined, at a duly convened meeting or pursuant to unanimous written consent, that the issuance and sale of the Securities, and the consummation of the transactions contemplated hereby, the other Transaction Documents and the Certificate of Designation (including without limitation the issuance of Conversion Shares and Warrant Shares) are in the best interests of the Company.

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, Registration Rights Agreement (iii) the Registration Rights Agreement Warrants and (iv) the Warrants and all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii), (iii) and (iv) being collectively referred to herein as the "Transaction Documents"), to issue execute and sell the Debentures and Warrants to the Purchaser in accordance with the terms hereoffile, to issue Conversion Shares upon conversion of the Debentures, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue and sell Preferred Shares and a Warrant to exchange such shares for Debentures pursuant to each Purchaser in accordance with the Exchange, terms hereof and to issue and deliver Conversion Shares upon conversion in accordance with the terms of the Preferred SharesArticles of Amendment and Warrant Shares in accordance with the terms of the Warrants. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (Ai) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, Documents and (Bii) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles of Amendment has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the National Association Nasdaq SmallCap Market, other than such market's continued listing criteria governing issuances of Securities Dealerscommon stock below the current market price thereof, Inc. or otherwise).

Authorization; Consents. The Company has the requisite corporate power ----------------------- and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to --------------------- execute and file, and perform its obligations under the Certificate of Designation, to issue and sell the Debentures Preferred Shares and Warrants a Warrant to the Purchaser in accordance with the terms hereof, to issue Conversion Shares upon conversion of the Debentures, hereof and to issue and deliver Conversion Shares and Dividend Shares in accordance with the terms of the Certificate of Designation and Warrant Shares upon exercise in accordance with the terms of the WarrantsWarrant. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, and to issue Conversion Shares upon conversion of the Preferred Shares. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (Ai) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, Documents and (Bii) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles Certificate of Amendment Designation has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the Nasdaq National Association of Securities Dealers, Inc. Market or otherwise).

Authorization; Consents. The Company has the requisite corporate ----------------------- power and authority to enter into and perform its obligations under under, (i) this Agreement, (ii) the DebenturesRegistration Rights Agreement, and (iii) the Registration Rights Agreement and (iv) the Warrants and all other agreements, documents documents, certificates or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to execute and --------------------- perform its obligations under the Authorized Terms, to execute and perform its obligations under the Warrant, to issue and sell the Debentures Preferred Shares and Warrants the Warrant to the Purchaser in accordance with the terms hereof, to issue the Conversion Shares upon conversion of the DebenturesPreferred Shares in accordance with the Authorized Terms, and to issue the Warrant Shares upon exercise of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, Warrant and to issue Conversion the Dividend Payment Shares upon conversion of in accordance with the Preferred SharesAuthorized Terms. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders shareholders necessary for for, (A) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under the Authorized Terms, and (C) the authorization and execution, and the performance by the Company of its obligations under, the Articles of Amendment has Warrant have been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholdersshareholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement)organization, or any other person or entity is required (pursuant to any rule of the National Association of Securities Dealers, Inc. or otherwise)required.

Authorization; Consents. The Company has the requisite corporate ----------------------- power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Debentures, (iii) the Registration Rights Agreement and (iviii) the Warrants and all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at the Closing (such the instruments described in (i), (ii) and (iii) being collectively referred to herein as the "Transaction Documents"), to --------------------- execute and file, and perform its obligations under the Certificate of Designation, to issue and sell the Debentures Preferred Shares and Warrants a Warrant to the each Purchaser in accordance with the terms hereof, to issue Conversion Shares upon conversion of the Debentures, hereof and to issue and deliver Conversion Shares and Premium Shares in accordance with the terms of the Certificate of Designation and Warrant Shares upon exercise in accordance with the terms of the Warrants. Upon the receipt by the Company of Shareholder Approval (as defined below), the Company will have the requisite corporate power and authority to execute, file and perform its obligations under the Articles of Amendment, to issue Preferred Shares and to exchange such shares for Debentures pursuant to the Exchange, and to issue Conversion Shares upon conversion of the Preferred Shares. Except as set forth on Schedule 3.2, all All corporate action on the part of the Company by its officers, directors and stockholders necessary for (Ai) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents, Documents and (Bii) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Articles Certificate of Amendment Designation has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), or any other person or entity is required (pursuant to any rule of the Nasdaq National Association Market, other than such market's continued listing criteria governing issuances of Securities Dealerscommon stock below the current market price thereof, Inc. or otherwise).