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 the Transaction Documents, to issue and sell the Debentures and the Warrants to the Investors in accordance with the terms hereof and thereof, and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. All corporate action on the part of the Company by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, stockholders, any Governmental Authority or any other Person (other than (i) such approval as may be required under the Securities Act and applicable state laws in respect of the Registration Rights Agreement, (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) is required (pursuant to any rule of the Principal Market or otherwise). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined that the sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction Documents, 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 Transaction DocumentsRegistration Rights Agreement and (iii) all other agreements, documents, certificates or other instruments executed and delivered by or on behalf of the Company at any Closing (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 issue and sell the Debentures and the Warrants Preferred Shares to the Investors Purchaser in accordance with the terms hereof and thereofhereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the Certificate of Designation and to issue the Stock Option Dividend Payment Shares under in accordance with the Debentures and the Warrant Shares upon exercise Certificate of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security AgreementDesignation. 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 Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Certificate of Designation has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any Governmental Authority governmental agency or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal Market American Stock Exchange ("AMEX") or otherwise). All corporate action , except that the provisions of the Transaction Documents requiring that the Common Shares be listed on the part of each Company Subsidiary by its officersAMEX, directors, stockholders, members NYSE or governors necessary for the authorization, execution and delivery of, and Nasdaq National Market System ("NMS") may require the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined that the sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction Documents, are in the best interests approval of the Company's stockholders in the event that the number of shares of Common Stock issuable pursuant to the conversion of the Preferred Shares pursuant to the Certificate of Designation is equal to or exceeds twenty percent (20%) of the number of shares of Common Stock outstanding as of the Closing Date.

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Registration Rights Agreement, (iii) the Warrants and (iv) all other agreements, documents, certificates or other instruments executed and delivered by or on behalf of the Company at any Closing (the instruments described in (i), (ii), (iii) and (iv) being collectively referred to herein as the "Transaction Documents"), to execute and perform its obligations under the Certificate of Designation, to issue and sell the Debentures Preferred Shares and the Warrants to the Investors Purchasers in accordance with the terms hereof and thereofhereof, to issue the Conversion Shares upon conversion of the Preferred Shares in accordance with the Certificate of Designation and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. 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 Documents, and (B) the authorization, execution and filing of, and the performance by the Company of its obligations under, the Certificate of Designation has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any Governmental Authority governmental agency or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal Market or National Association of Securities Dealers, Inc. ("NASD")or otherwise, except for any stockholder approval that may be required pursuant to NASD Rule 4460(i). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined that the sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction Documents, 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 this Agreement and the other Transaction Documents, including without limitation its obligations to issue and sell the Debentures Notes and the Warrants to the Investors in accordance with the terms hereof and thereof, and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. All corporate action on the part of the Company by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, under this Agreement and the other Transaction Documents has been taken. No further consent, and no further consent approval, authorization or authorization order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its affiliates, the American Stock Exchange, the NASD, Inc., Nasdaq, the OTC Bulletin Board nor the Company’s Shareholders or Board of Directors, stockholders, any Governmental Authority Directors is required for execution of or any full performance under this Agreement and the other Person Transaction Document (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), other than if then listed on Nasdaq fifteen (ii15) days prior notification to Nasdaq of the Closing and the Company filing a listing approval from application with Nasdaq and all other agreements entered into by the American Stock Exchange for Company relating thereto, including, without limitation, the issuance and sale of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) is required (pursuant to any rule of the Principal Market or otherwise). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery ofSecurities, and the performance by of the Company’s obligations hereunder and under all such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been takenother Transaction Documents. The Board of Directors of the Company has determined determined, at a duly convened meeting or pursuant to a unanimous written consent, that the issuance and sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby by this Agreement and by the other Transaction Documents, Documents are in the best interests of the Company.

Authorization; Consents. The Company and each Company Subsidiary has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents, . The Company has the requisite corporate power and authority to issue and sell the Debentures and the Warrants to the Investors in accordance with the terms hereof and thereof, to issue the Conversion Shares upon conversion of the Debentures and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. All corporate action on the part of the Company and each Company Subsidiary by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by the Company and each Company Subsidiary of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the Company, its any Company Subsidiary, their respective Board of Directors, stockholders, any Governmental Authority or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal Market National Association of Securities Dealers (“NASD”) or otherwise). All corporate action on the part of The Company’s and each applicable Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Subsidiary’s Board of Directors has determined that the issuance and sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction DocumentsDocuments (including without limitation the issuance of Conversion Shares in accordance with the terms of the Debentures and Warrant Shares in accordance with the terms of the Warrants), are in the best interests of the CompanyCompany and such Subsidiary, as applicable.

Authorization; Consents. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents, to issue and sell the Debentures and the Warrants to the Investors in accordance with the terms hereof and thereof, to issue the Conversion Shares upon conversion of the Debentures and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Series A Warrants and, upon receipt of Shareholder Approval, the Series B Warrants. Each Company Subsidiary has Except for the requisite power and authority absence of Shareholder Approval with respect to enter into and perform its obligations under the Subsidiary Guarantee and issuance of the Security Agreement. All Series B Warrants, all corporate action on the part of the Company by its officers, directors and stockholders shareholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, stockholdersshareholders, any Governmental Authority or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal Market NASD or otherwise). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined that the issuance and sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction DocumentsDocuments (including without limitation the issuance of Conversion Shares in accordance with the terms of the Debentures and Warrant Shares in accordance with the terms of the Series A Warrants and, upon and subject to receipt of Shareholder Approval, the Series B Warrants), are in the best interests of the Company.

Authorization; Consents. The Company has the requisite corporate power and authority to adopt and file the Articles of Amendment and perform its obligations thereunder and to enter into and perform its obligations under this Agreement and the other Transaction Documents, . The Company has the requisite corporate power and authority to issue and sell the Debentures Preferred Shares, Warrant and the Warrants Preferred Warrant to the Investors such Investor in accordance with the terms hereof and thereof, to issue the Conversion Shares upon conversion of the Preferred Shares and to issue the Stock Option Shares under the Debentures and the Warrant Shares upon exercise of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. All Except for Stockholder Approval, all corporate action on the part of the Company by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Articles of Amendment, this Agreement and the other Transaction Documents has been taken, and no further consent or authorization of the Company, its Board of Directors, stockholders, any Governmental Authority or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement and the Goldman Registration Rights Agreement, (ii) the listing approval from filing of a Form D with the American Stock Exchange for the issuance of the Warrant Shares Commission and the Stock Option Shares, any applicable state securities departments as provided in Section 4.1 hereof and (iii) the Stockholder Amendment Approvalfiling with Nasdaq of a Notification Form: Listing of Additional Shares with respect to the Securities), and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal NASD, the Nasdaq National Market or otherwise). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined determined, at a duly convened meeting or pursuant to a unanimous written consent, that the issuance and sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby by the Articles of Amendment, this Agreement and by the other Transaction DocumentsDocuments (including without limitation the issuance of the Conversion Shares in accordance with the terms of the Preferred Shares and the Warrant Shares in accordance with the terms of the Warrants), are in the best interests of the Company. Except for the division of the Board of Directors into three classes with staggered terms, the Company does not have any shareholder rights plan, "poison pill" or other anti-takeover plans or similar anti-takeover arrangements or provisions under its Articles of Incorporation or bylaws. The Majority Stockholder Consent (i) has been duly executed and delivered to the Company by holders of securities of the Company representing a majority of the voting power of the Company's outstanding securities, (ii) constitutes the valid and binding action of the stockholders of the Company, subject only to the compliance by the Company with the provisions of Regulation 14C under the Exchange Act, and (iii) has not been amended or superseded.

Authorization; Consents. The Company has the requisite corporate power ------------- -------- and authority to enter into and perform its obligations under (i) this Agreement, (ii) the Registration Rights Agreement (iii) the Warrants and (iv) all other agreements, documents or other instruments executed and delivered by or on behalf of the Company at each Closing (the instruments described in (i), (ii), (iii) and (iv) being collectively referred to herein as the "Transaction ----------- Documents"), to execute and file, and perform its obligations under the Articles --------- of Amendment, to issue and sell the Debentures Preferred Shares and the Warrants to the Investors Purchaser in accordance with the terms hereof and thereof, and to issue and deliver Conversion Shares in accordance with the Stock Option Shares under terms of the Debentures Articles of Amendment and the Warrant Shares upon exercise in accordance with the terms of the Warrants. Each Company Subsidiary has the requisite power and authority to enter into and perform its obligations under the Subsidiary Guarantee and the Security Agreement. All corporate action on the part of the Company by its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents and (ii) 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 Authority governmental agency or any other Person organization (other than (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the Registration Rights Agreement), (ii) the listing approval from the American Stock Exchange for the issuance of the Warrant Shares and the Stock Option Shares, (iii) the Stockholder Amendment Approval, and (iv) if 70% of the Cap Amount is reached, the Stockholder Cap Approval) or any other person or entity is required (pursuant to any rule of the Principal Market Nasdaq National Market, including, without limitation, such market's continued listing criteria governing issuances of common stock below the current market price thereof, or otherwise). All corporate action on the part of each Company Subsidiary by its officers, directors, stockholders, members or governors necessary for the authorization, execution and delivery of, and the performance by such Company Subsidiary of its obligations under the Subsidiary Guarantee and the Security Agreement has been taken. The Board of Directors has determined that the sale and issuance of the Securities, and the consummation of the other transactions contemplated hereby and by the other Transaction Documents, are in the best interests of the Company.