Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Company, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer.

Authorization; Enforceable Agreement. (a) 6.5.1 All corporate action on the part of the Company TMI and its stockholders Purchaser and their respective officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement and Agreement, the Registration Rights Agreement by Warrants, the CompanyStockholders Agreement, the performance of all obligations of the Company TMI and Purchaser hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Consideration Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion exercise of the Shares Warrants) has been taken, and this Agreement Agreement, the Warrants and the Registration Rights Stockholders Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorSeller, constitutes constitute and will constitute valid and legally binding obligations of the CompanyTMI and Purchaser, as applicable, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Stockholders Agreement (the “Enforceability Exceptions”). The sale of the Consideration Shares is not, and the subsequent conversion issuance of any shares upon exercise of the Shares into Common Stock Warrants will not be, subject to any preemptive rights or rights of first offer.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and those Ancillary Agreements to which the Registration Rights Agreement by the CompanyCompany is a party, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreementeach of such Ancillary Agreements, when executed and delivered by the Company, assuming due authorization, execution and delivery by the InvestorInvestor or PSS, as applicable, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws Laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect generally relating to or affecting creditors’ rights generallyrights; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement herein (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and those Ancillary Agreements to which the Registration Rights Agreement by the CompanyCompany is a party, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreementeach of such Ancillary Agreements, when executed and delivered by the Company, assuming due authorization, execution and delivery by the InvestorInvestor or MWF, as applicable, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws Laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect generally relating to or affecting creditors’ rights generallyrights; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement herein (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the CompanyAgreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate Statement of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer.