Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. (a) The Company has all necessary corporate right, power and authority and has taken all necessary corporate action on the part of the Company, its officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware, and the authorization, issuance, sale, delivery and registration of transfer of (i) the Purchased Shares and Purchased Warrants being sold hereunder; (ii) any shares of Common Stock to be issued to the Investor upon the conversion of the Purchased Shares and (iii) any shares of Common Stock to be issued pursuant to the Investor’s exercise of any Purchased Warrants. The issuance of the Purchased Shares and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporation, Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been and each of the Registration Rights Agreement and the Investor Rights Agreement will at Closing be duly executed and delivered, and assuming due authorization, execution and delivery by the Investor and the other parties thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Enforceable Agreement. (a) The Company has all necessary corporate full right, power and power, authority and has taken all necessary capacity to enter into this Agreement and the other Transaction Documents and to consummate the Transactions. All corporate action on the part of the Company, its officers, directors, and shareholders stockholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Investor Rights Agreementother Transaction Documents, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Investor Rights Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delawareother Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery and registration of transfer of (i) the Purchased Shares and Purchased Warrants Securities being sold hereunder; , (ii) any shares of Common Stock to be issued to the Investor upon the conversion of the Purchased Converted Preferred Shares and (iii) any the shares of Common Stock to be issued pursuant to the Investor’s exercise of any Purchased Warrants. The issuance of Contingent Payment Right Agreement (clauses (i) through (iii), collectively, the Purchased Shares and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporation“Securities”), Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been taken, and each of the Registration Rights this Agreement and the Investor Rights Agreement will at Closing be duly other Transaction Documents, when executed and delivered, and assuming due authorization, execution and delivery by the Investor and the other parties theretoInvestor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject (x) in the case of the issuance of the Converted Preferred Shares, to the filing of the Series A Certificate of Designations with the Delaware Secretary of State pursuant to Section 3.2(b), (y) in the case of the Share Issuance, to receipt of the Stockholder Approval and the filing of the Charter Amendment with the Delaware Secretary of State pursuant to Section 8.14, and (z) except as that such enforceability (i) may be limited by applicable laws relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar legal requirement Laws of general application affecting or relating to or affecting the enforcement of creditors’ rights generally and except as such enforceability (ii) is subject to general principles of equity (regardless of equity, whether enforceability is considered in a proceeding at law or in equity or at law)equity.

Authorization; Enforceable Agreement. (a) The Company has all necessary corporate right, power and authority and has taken all necessary All corporate action on the part of the Company, its officers, directors, directors and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Investor Rights Warrant Agreement, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Investor Rights Warrant Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware, and the authorization, issuance (or reservation for issuance), sale, sale and delivery and registration of transfer of (i) the Purchased Shares and Purchased Warrants Common Stock being sold issued hereunder; , (ii) any shares of Common Stock to be issued to the Investor upon the conversion of the Purchased Shares Warrant, and (iii) any shares of the Common Stock to be issued pursuant to the Investor’s issuable upon exercise of any Purchased Warrants. The issuance of the Purchased Shares Warrant has been, or will be, taken, and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporationthis Agreement, Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been and each of the Registration Rights Agreement and the Investor Rights Agreement will at Closing be duly Warrant Agreement, when executed and delivered, and assuming due authorization, execution and delivery by the Investor and the other parties theretoInvestor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability enforcement may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating Laws affecting the enforcement of creditors' rights generally, and by general equitable principles. (b) On or prior to or affecting creditors’ rights generally the date of this Agreement, the Board has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and except as such enforceability is subject the transactions contemplated by this Agreement are fair to general principles and in the best interests of equity the Company and its shareholders, (regardless ii) approving this Agreement, the Registration Rights Agreement, the Warrant Agreement and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Warrant Agreement and (iii) declaring this Agreement and the issuance and sale of whether enforceability is considered in a proceeding in equity or at law).the Common Stock and the Warrant advisable. 4.3