Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of the Transaction Documents, the performance by the Company of its obligations thereunder and the issuance and delivery of the Warrant Shares have been duly authorized by all requisite corporate action and will not violate any provision (i) of the Certificate of Incorporation of the Company, as amended or the By-laws of the Company, as amended, (ii) of law, any order of any court or other agency of government, or (iii) of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument (except for conflicts, breaches or defaults under clauses (ii) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect), or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) The shares of Common Stock issuable upon exercise of the Warrants have been duly reserved for issuance upon such exercise and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement. Neither the issuance, sale or delivery of the Warrant Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of the Transaction Documentsthis Agreement, the performance by the Company of its obligations thereunder hereunder, the issuance, sale and delivery of the Convertible Notes and the issuance and delivery of the Warrant Conversion Shares have been duly authorized by all requisite corporate action and will not violate any provision (i) any provision of the Certificate of Incorporation of the Company, as amended or the By-laws of the Company, as amended, (ii) of any law, any order of any court or other agency of governmentgovernment applicable to the Company, the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws of the Company, as amended, or (iiiii) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument (except for conflicts, breaches or defaults under clauses (ii) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect)instrument, or (iv) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company, which in the cases of clauses (ii), (iii) and (iv) would have a Material Adverse Effect. (b) The shares of Common Stock issuable upon exercise of the Warrants Conversion Shares have been duly authorized, reserved for issuance upon such exercise conversion of the Convertible Notes and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreementencumbrances. Neither the issuance, sale or delivery of the Warrant Convertible Notes nor the issuance or delivery of the Conversion Shares is subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person.

Authorization of Agreements, Etc. (a) The Company has duly approved the Agreements and has duly authorized the execution and delivery of the Agreements, and the consummation of the transactions contemplated thereby. Neither the execution and delivery by the Company of the Transaction DocumentsAgreements, nor the performance by the Company of its obligations thereunder and the issuance and delivery consummation of the Warrant Shares have been duly authorized by all requisite corporate action and transactions contemplated thereby, will not violate any provision (i) of the Certificate of Incorporation of the Company, as amended or the By-laws of the Company, as amended, (ii) of law, any order of any court or other agency of government, the Certificate of Incorporation (as amended by the Amendment hereinafter referred to) or (iii) By-laws of the Company, or any judgment, award or decree or any indenture, agreement or other instrument to which the Company is a party, or by which it or any of its properties or assets is boundbound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument (except for conflicts, breaches or defaults under clauses (ii) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect)instrument, or result in the creation or imposition of any lien, charge, restriction, claim charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. (b) The shares of Common Stock issuable upon exercise Upon the filing of the Warrants Amendment to Certificate of Incorporation attached hereto as Exhibit B (the "Amendment") with the Secretary of State of the State of Delaware, the Purchaser Shares and the Exchange Shares will have been duly reserved for issuance upon such exercise authorized by the Company and, when so issuedissued and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear Preferred Stock. None of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except as set forth in the Registration Rights Agreement. Neither the issuance, sale or and delivery hereunder of the Warrant Purchaser Shares or the Exchange Shares is or will be subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person.

Authorization of Agreements, Etc. (a) The Each of (i) the execution and delivery by the Company of the Transaction Documents, this Agreement (ii) the performance by the Company of its obligations thereunder hereunder and thereunder; (iii) the issuance issuance, sale and delivery by the Company of the Warrant Shares have Series B Shares; and (iv) the performance by the Company of the transactions contemplated hereby has been duly authorized by all requisite corporate action and will not (x) violate any provision (i) of the Certificate of Incorporation of the Company, as amended or the By-laws of the Company, as amended, (ii) of law, any order of any court or other agency of government, the Certificate of Incorporation or (iii) By-laws of the Company, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or ; (y) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument instrument; or (except for conflicts, breaches or defaults under clauses (iiz) and (iii) which would not, individually or in the aggregate, have a Material Adverse Effect), or result in the creation or imposition of any lien, charge, restrictionencumbrance, security interest or other similar claim or encumbrance (any of the foregoing, a "Claim") in favor of any nature whatsoever third person upon any of the properties or assets of the CompanyCompany or any of the Shares. (b) The shares of Common Stock issuable upon exercise of the Warrants Securities have been duly reserved for issuance upon such exercise authorized by the Company and, when so issuedsold and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be nonassessable, free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company except Claims. Except as set forth in the Registration Rights Stockholders Agreement. Neither , the issuance, sale or and delivery of the Warrant Shares is Securities to the Purchasers hereunder are not subject to any preemptive right rights of stockholders of the Company or to any right of first refusal or other similar right in favor of any person.