Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, the issuance, sale and delivery of the Convertible Notes and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not violate (i) any provision of any law, order of any court or other agency of government applicable to the Company, the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws of the Company, as amended, or (ii) 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, 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.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreementthe Transaction Documents, the performance by the Company of its obligations hereunderthereunder, the issuance, sale and delivery of the Convertible Notes Preferred Shares and the issuance and delivery of the ISB Shares, Warrants, Conversion Shares and the Warrant Shares have been duly authorized by all requisite corporate action and will not violate (i) any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, the Certificate restated certificate of Incorporation incorporation of the Company (the "“Charter"”), or the By-Laws bylaws of the Company, as amendedCompany (the “Bylaws”), or (ii) 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, 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.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Voting Agreement (as such term is defined below), and the Consulting Agreement (as such term is defined below), the performance by the Company of its obligations hereunderhereunder and thereunder, the issuance, sale and delivery of the Convertible Notes Preferred Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not violate (i) any provision of any lawlaw applicable to the Company, any order of any court or other agency of government applicable to the Company, the Restated Certificate of Incorporation of the Company (the "Charter"), or the By-Laws laws of the Company, as amended, or (ii) any provision of any material 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 material indenture, agreement or other 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.

Authorization of Agreements, Etc. (aA) The execution and delivery by the Company of this AgreementAgreement and the Security and Pledge Agreements, the performance by the Company of its obligations hereunderhereunder and thereunder, the issuance, sale and delivery of the Convertible Notes and the issuance and delivery of the Conversion Shares Warrants have been duly authorized by all requisite corporate action and will not violate (i) violate any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, (ii) violate the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws laws of the Company, each as amended, or (iiiii) violate any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or (iiiiv) 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, or (ivv) 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 except in the cases case of clauses (iii), (iii), (iv) and (iv) v), as would not have a Material Adverse Effectmaterial adverse effect on the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, ; the performance by the Company of its obligations hereunder, the issuance, sale and delivery of the Convertible Notes Purchased Shares and the issuance and delivery of the Conversion Shares have been duly authorized by all requisite corporate action and will not violate (i) any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, the Certificate of Incorporation of the Company Company, as amended (the "Charter"), or the By-Laws laws of the Company, as amended, the organizational documents of any subsidiary or (ii) any provision of any indenture, agreement or other instrument to which the Company or any of its subsidiaries or any of their respective 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, or (iv) result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, 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, which in the cases of clauses (ii), (iii) and (iv) would have a Material Adverse EffectCompany or any subsidiary.

Authorization of Agreements, Etc. (a) The Each of (i) the execution and delivery by the Company of this Agreement, Agreement (ii) the performance by the Company of its obligations hereunder, hereunder and thereunder; (iii) the issuance, sale and delivery by the Company of the Convertible Notes Series B Shares; and (iv) the issuance and delivery performance by the Company of the Conversion Shares have transactions contemplated hereby has been duly authorized by all requisite corporate action and will not (x) violate (i) any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws laws of the Company, as amended, or (ii) any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or ; (iiiy) 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, ; or (ivz) 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 Company, which in Company or any of the cases of clauses (ii), (iii) and (iv) would have a Material Adverse EffectShares.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Investors Agreement, the performance by the Company of its obligations hereunderhereunder and thereunder, the issuance, sale and delivery of the Convertible Notes Preferred Shares and the Warrants, and the issuance and delivery of the Conversion Shares (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate (i) any provision of any law, any order of any court or other agency of government applicable to the Companyor government, the Certificate of Incorporation of the Company Incorporation, as amended (the "Charter"), ) or the By-Laws laws of the Company, as amended, or (ii) 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 of, constitute (with due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other 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), Company and (iii) and (iv) would have will not require any notice, consent or waiver under any material indenture, agreement or other instrument to which the Company is a Material Adverse Effectparty or by which any of its properties or assets are bound.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this AgreementAgreement and the Security and Pledge Agreements, the performance by the Company of its obligations hereunderhereunder and thereunder, the issuance, sale and delivery of the Convertible Notes and the issuance and delivery of the Conversion Shares Warrants have been duly authorized by all requisite corporate action and will not violate (i) violate any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, (ii) violate the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws laws of the Company, each as amended, or (iiiii) violate any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or (iiiiv) 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, or (ivv) 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 except in the cases case of clauses (iii), (iii), (iv) and (iv) v), as would not have a Material Adverse Effectmaterial adverse effect on the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreementthe Transaction Documents, the performance by the Company of its obligations hereunderthereunder, the issuance, sale and delivery of the Convertible Notes Preferred Shares and, upon exercise, of the First Option Shares, and the issuance and delivery of the Conversion Shares have been (or will be prior to the Closing) duly authorized by all requisite corporate action and and, as at the Closing, will not violate (i) any provision of any applicable law, any order of any court or other agency of government applicable to the Company, the Certificate of Incorporation of the Company (the "Charter"), or the By-Laws of the CompanyCorporate Documents, as amended, or (ii) any provision of any indenture, agreement or other instrument to which the Company 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, 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 could materially and adversely affect the cases business, properties, or condition (financial or otherwise) affairs, operations or assets of clauses (ii), (iii) and (iv) would have a Material Adverse Effectthe Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement, the Third Amended and Restated Registration Rights Agreement and the Amended and Restated Stock Restriction Agreement, the performance by the Company of its obligations hereunderhereunder and thereunder, the issuance, sale and delivery of the Convertible Notes Preferred Shares, and the issuance and delivery of the Conversion Shares (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate (i) any provision of any law, any order of any court or other agency of government applicable to the Companygovernment, the Certificate of Incorporation of the Company (the "Charter"), Charter or the By-Laws laws of the Company, as amended, or (ii) 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 of, constitute (with due notice or lapse of time or both) a default under under, accelerate or terminate any such indenture, agreement or other 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), Company and (iii) and (iv) would have will not require any notice, consent or waiver under any material indenture, agreement or other instrument to which the Company is a Material Adverse Effectparty or by which any of its properties or assets are bound.