Common use of Authorization; Enforcement; Xxxxxxxx Clause in Contracts

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”). The execution and delivery of the Exchange Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Preferred Shares, have been duly authorized by the Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required Approvals”) and no further filing, consent, or authorization is required by the Company or of its Board of Directors or its shareholders. This Agreement and the other Exchange Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations Notes, and the Security Documents, and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange "Transaction Documents”)") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Exchange Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Preferred SharesNotes, and the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes, and the granting of a security interest in the Collateral (as defined in the Security Documents) have been duly authorized by the Company's Board of Directors of the Company and, and (other than such filings required under applicable securities or “Blue Sky” laws (i) the filing of appropriate UCC financing statements with the appropriate states of and other authorities pursuant to the United States Security Agreement, and (the “Required Approvals”ii) and no further filing, consent, or authorization is required by the Company or of Company, its Board of Directors or its shareholdersstockholders. This Agreement and the other Exchange Transaction Documents of even date herewith have been duly executed and delivered by the Company Company, and constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations (includingunder this Agreement and the other Transaction Documents, without limitation, and to issue the issuance of the New Preferred Shares Securities in accordance with the terms hereof and thereof. Each Subsidiary has the reservation requisite power and issuance of authority to enter into and perform its obligations under the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”)Transaction Documents to which it is a party. The execution and delivery of this Agreement and the Exchange other Transaction Documents by the Company Company, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the New Preferred Shares, Securities and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrant) have been duly authorized by the Board Company’s board of Directors directors, and (other than (i) any filings as may be required by any state securities agencies, (ii) a “Listing of Additional Shares Notification” with the Principal Market and (iii) in the case of the Company andRegistration Rights Agreement, other than such filings required as will be obtained under applicable securities or “Blue Sky” laws of the states of the United States 1933 Act (collectively, the “Required ApprovalsFilings”)) and no further filing, consent, consent or authorization is required by the Company Company, its Subsidiaries, their respective boards of directors or of its Board of Directors their stockholders or its shareholdersother governing body. This Agreement has been, and the other Exchange Transaction Documents have been to which it is a party will be prior to the Closing, duly executed and delivered by the Company Company, and constitute each constitutes the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcyBankruptcy Law, insolvency, reorganization, moratorium, liquidation and except as rights to indemnification and to contribution may be limited by federal or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesstate securities law.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations (including, without limitation, under this Agreement and the issuance of other Transaction Documents and to issue the New Preferred Shares Securities in accordance with the terms hereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”)thereof. The execution and delivery of this Agreement and the Exchange other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, thereby (including, without limitation, the issuance of the New Preferred SharesConvertible Notes, the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Convertible Notes), have been duly authorized by the Board Company’s board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required Approvals”) directors and no further filing, consent, consent or authorization is required by the Company or Company, its board of its Board of Directors directors or its shareholdersstockholders. This Agreement has been, and the other Exchange Transaction Documents have been to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company Company, and constitute each constitutes the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereof and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations Registration Rights Agreement, the Note and each of the other agreements and certificates other instruments to be entered into by any of the parties hereto in connection with any of the transactions contemplated by this Agreement (collectively, the “Exchange Transaction Documents”)) and to issue the Common Shares in accordance with the terms hereof and thereof. The execution and delivery of the Exchange Transaction Documents by the Company Company, the performance of its obligations thereunder and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Preferred Common Shares, have been duly authorized by the Company’s Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required ApprovalsBoard”) and (other than (i) the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance with the requirements of the Registration Rights Agreement, (ii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D promulgated under the 1933 Act, (iii) other filings as may be required by state securities agencies, and (iv) the filing or recording of UCC financing statements) no further filing, consent, or authorization is required by the Company or of its Board of Directors or its shareholdersBoard. This Agreement and the other Exchange Transaction Documents have been duly executed and delivered by the Company Company, and constitute the legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or equity, applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, or limits on indemnification under applicable federal securities laws.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into the Transaction Documents and to perform its obligations (including, without limitation, the issuance of the New Preferred Shares in accordance with the terms hereof thereunder and the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with consummate the transactions contemplated by this Agreement (collectivelyhereby or thereby. All corporate action on the part of the Company, its directors and stockholders necessary for the “Exchange Documents”). The execution authorization, execution, sale, issuance and delivery of the Exchange Documents by Preferred Securities, the Company Warrants, the Placement Agent Warrants and, subject to the Requisite Stockholder Approval, the Conversion Shares, Warrant Shares and the consummation by the Company Placement Agent Warrant Shares contemplated herein has been taken. Each of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Preferred Shares, have been duly authorized by the Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required Approvals”) and no further filing, consent, or authorization is required by the Company or of its Board of Directors or its shareholders. This Agreement and the other Exchange Transaction Documents have been (or upon delivery will have been) duly executed and delivered by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors’ rights and remediesremedies or by other equitable principles of general application, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations (including, without limitation, the issuance under this Agreement and each of the New Preferred Shares other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”). The execution and delivery of the Exchange Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the New Preferred Exemption Purchase Shares, and the Additional Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’s Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required ApprovalsSigning Resolutions”) ); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further filing, consent, consent or authorization is required by the Company or of Company, its Board of Directors or its shareholders. This stockholders, in connection with the consummation of the transactions contemplated by this Agreement, (iii) this Agreement has been, and each other Transaction Document shall be on the other Exchange Documents have been Commencement Date, duly executed and delivered by the Company and constitute (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations (including, without limitation, the issuance under this Agreement and each of the New Preferred Shares other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the reservation and issuance of the New Conversion Shares in accordance with the terms of the New Certificate of Designations) under this Agreement, the New Certificate of Designations and each of the other agreements and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”). The execution and delivery of the Exchange Transaction Documents by the Company and the consummation by the Company it of the transactions contemplated hereby and thereby, including, including without limitation, the issuance of the New Preferred SharesCommitment Shares (as defined below in Section 5(e)) and the Additional Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’s Board of Directors of the Company and, other than such filings required under applicable securities or “Blue Sky” laws of the states of the United States (the “Required ApprovalsSigning Resolutions”) ); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except as set forth in this Agreement, and no further filing, consent, consent or authorization is required by the Company or of Company, its Board of Directors or its shareholders. This , in connection with the consummation of the transactions contemplated by this Agreement, (iii) this Agreement has been, and each other Transaction Document shall be on the other Exchange Documents have been Commencement Date, duly executed and delivered by the Company and constitute (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the legalCompany shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesremedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.