Common use of Authorization; Enforcement; Xxxxxxxx Clause in Contracts

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment 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 (the “Signing 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 consent or authorization is required by the Company, its Board of Directors or its shareholders, 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 Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their 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 creditors’ rights and remedies 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 all necessary power and authority to enter into execute, deliver and perform its obligations under this Agreement and each of the other Registration Rights Agreement (collectively, the “Transaction Documents, ”) and to issue consummate the Securities in accordance with the terms hereof transactions contemplated hereby and thereof, (ii) the thereby. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including without limitationincluding, the issuance of the Commitment 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 AgreementPurchased Shares, have been duly authorized by the Company’s Board of Directors (the “Signing ResolutionsBoard”); ) and (other than one or more registration statements (as defined in the Signing Resolutions are valid, Registration Rights Agreement) in full force accordance with the requirements of the Registration Rights Agreement and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except other filings as set forth in this Agreement, and may be required by state securities agencies) no further filing, consent or authorization is required by the Company, its the Board of Directors or its shareholders, in connection with the consummation of the transactions contemplated by this Agreement, (iii) this stockholders. This Agreement has beenbeen duly and validly authorized, executed and delivered by the Company, and each the other Transaction Document shall be on Documents have been duly and validly authorized by the Commencement Company and, at the Closing Date, will have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute and will constitute legal, and each other Transaction Document upon its execution on behalf of the Company shall constitute, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their terms, except as such enforceability the enforcement thereof may be limited by general principles of equity or applicable subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, liquidation fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of to applicable creditors’ rights generally and remedies (ii) general principles of equity (whether applied by a court of law or equity) and except as rights to indemnification and to contribution the discretion of the court before which any proceeding therefor may be limited by federal or state securities lawsbrought.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities Purchased Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Purchased 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 pursuant to this Agreement, have been duly authorized by the Company’s Board of Directors (the “Signing 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 consent or authorization is required by the Company, its the Board of Directors or its shareholders, in connection with the consummation of the transactions contemplated by this Agreementstockholders, (iii) this Agreement has been, been and each of the other Transaction Document Documents shall be on the Commencement Closing Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their 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 creditors’ rights and remedies remedies. The Board of Directors has approved and except authorized this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Such resolutions are valid, in full force and effect and have not been materially modified or supplemented in any respect. Except as rights set forth in this Agreement, no other approvals or consents of the Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation, and/or the Bylaws, to indemnification authorize the execution and to contribution may be delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited by federal or state securities lawsto, the issuance of the Purchased Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Registration Rights Agreement, the Note and each of the other agreements and 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 “Transaction Documents, ”) and to issue the Securities Common Shares in accordance with the terms hereof and thereof, (ii) the . The execution and delivery of the Transaction Documents by the Company Company, the performance of its obligations thereunder and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment 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 AgreementCommon Shares, have been duly authorized by the Company’s Board of Directors (the “Signing ResolutionsBoard”); ) and (other than (i) the Signing Resolutions are validfiling 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, in full force and effect(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, have been made available or furnished to Investor(iii) other filings as may be required by state securities agencies, and have not been modified (iv) the filing or supplemented in any respect; and except as set forth in this Agreement, and recording of UCC financing statements) no further consent filing, consent, or authorization is required by the Company, its Board of Directors Company or its shareholders, in connection with Board. This Agreement and the consummation of the transactions contemplated by this Agreement, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitute the Company shall constitutelegal, the 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 and except as rights to remedies, or limits on indemnification and to contribution may be limited by under applicable 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 under this Agreement and each (including, without limitation, the issuance of the other Transaction Documents, and to issue the Securities New Preferred Shares in accordance with the terms hereof and thereofthe 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 (ii) collectively, the “Exchange Documents”). The execution and delivery of the Transaction Exchange Documents by the Company and the consummation by it the Company of the transactions contemplated hereby and thereby, including including, without limitation, the issuance of the Commitment 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 AgreementNew Preferred 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 “Signing ResolutionsRequired Approvals”); 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 consent filing, consent, or authorization is required by the Company, Company or of its Board of Directors or its shareholders, in connection with . This Agreement and the consummation of the transactions contemplated by this Agreement, (iii) this Agreement has been, and each other Transaction Document shall be on the Commencement Date, Exchange Documents have been duly executed and delivered by the Company and (iv) this Agreement constitutesconstitute the legal, and each other Transaction Document upon its execution on behalf of the Company 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 remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawsremedies.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents, Documents and to issue the Securities in accordance with the terms hereof and thereof, (ii) . Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company Company, and the consummation by it the Company and of the transactions contemplated hereby and therebythereby (including, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the Additional Commitment Shares Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Purchase Warrants and the reservation for issuance and issuance of the Warrant Shares issuable under this Agreement, upon exercise of the Warrants) have been duly authorized by the Company’s Board board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force and effect, have been made available or furnished to Investordirectors, and have not been modified or supplemented in (other than the filing with the SEC of a Prospectus Supplement , a Form D with the SEC (if deemed necessary) and any respect; and except other filings as set forth in this Agreement, and may be required no further filing, consent or authorization is required by the Company, its Board board of Directors directors or its shareholders, in connection with the consummation of the transactions contemplated by this Agreement, (iii) this shareholders or other governing body. This Agreement has been, and each the other Transaction Document shall Documents to which it is a party will be on prior to the Commencement DateClosing, duly executed and delivered by the Company and (iv) this Agreement constitutesCompany, and each other Transaction Document upon its execution on behalf of constitutes the Company shall constitutelegal, the 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 remedies and except as rights to indemnification and to contribution may be limited by federal or state securities lawslaw. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, , the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.