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 to which it is a party, the performance by the Company of its obligations thereunder, the issuance, sale and delivery of the Closing Securities by the Company and the reservation of Warrant Shares by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended to date (the "Charter"), or the Bylaws of the Company, as amended to date (the "Bylaws"), or any provision of any indenture, agreement or other instrument to which the Company or any of its Subsidiaries 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, 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 or any of its Subsidiaries. The Transaction Documents have been duly authorized, executed and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The Closing Securities have been duly authorized by all actions on behalf of the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in the Company's most recent filings with the Commission on Form 10-K for the year ended April 30, 2010 and all periodic and current reports filed with the Commission thereafter (being collectively referred to herein as the "Recent Reports"), and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Warrant Shares initially issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued, delivered and paid for in accordance with the provisions of the Warrants, will be validly issued, fully paid and non-assessable; and the issuance of Warrant Shares upon exercise of the Warrants, respectively, will not be subject to any preemptive or similar rights. (d) The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Company's Charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Recent Reports, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan and (ii) there is no commitment by the Company or any of its Subsidiaries to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan . Except as provided for in the Company's Charter or as set forth in the Recent Reports, neither the Company nor any of its Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the Recent Reports, to the Company's actual knowledge there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). Except as disclosed in the Recent Reports, the warrants previously issued by the Company have not been extended or modified since the date of issuance thereof. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. (e) The outstanding shares of Common Stock are listed on the NASDAQ Stock Market and the Warrant Shares will have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance, on or before the Closing Date for the applicable Warrants. The transactions contemplated by the Transaction Documents do not require stockholder approval under the rules of the NASDAQ Stock Market. (f) There has not been any change, effect, event or occurrence resulting or reasonably likely to result in a Material Adverse Effect on the Company that has not been disclosed in the Company's Recent Reports prior to each Closing Date. For purpose of this Agreement, a "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties of the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of the Transaction Documents to which it is a party, the performance by the Company of its obligations thereunder, the issuance, sale and delivery of the Closing Securities by the Company and the reservation of Warrant Shares by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended to date (the "Charter"), or the Bylaws of the Company, as amended to date (the "Bylaws"), or any provision of any indenture, agreement or other instrument to which the Company or any of its Subsidiaries 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, 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 or any of its Subsidiaries. The Transaction Documents have been duly authorized, executed and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The Closing Securities have been duly authorized by all actions on behalf of the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in the Company's most recent filings with the Commission on Form 10-K for the year ended April 30, 2010 and all periodic and current reports filed with the Commission thereafter (being collectively referred to herein as the "Recent Reports"), and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Warrant Shares initially issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued, delivered and paid for in accordance with the provisions of the Warrants, will be validly issued, fully paid and non-assessable; and the issuance of Warrant Shares upon exercise of the Warrants, respectively, will not be subject to any preemptive or similar rights. (d) The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Company's Charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Recent Reports, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan and (ii) there is no commitment by the Company or any of its Subsidiaries to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan . Except as provided for in the Company's Charter or as set forth in the Recent Reports, neither the Company nor any of its Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the Recent Reports, to the Company's actual knowledge there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). Except as disclosed in the Recent Reports, the The warrants previously issued by the Company have not been extended or modified since the date of issuance thereof. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. (e) The outstanding shares of Common Stock are listed on the NASDAQ Stock Market and the Warrant Shares will have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance, on or before the Closing Date for the applicable Warrants. The transactions contemplated by the Transaction Documents do not require stockholder approval under the rules of the NASDAQ Stock Market. (f) There has not been any change, effect, event or occurrence resulting or reasonably likely to result in a Material Adverse Effect on the Company that has not been disclosed in the Company's Recent Reports reports filed with the Commission prior to each Closing Date. For purpose of this Agreement, a "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties of the Company.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of the Transaction Documents to which it is a party, the performance by the Company of its obligations thereunder, the issuance, sale and delivery of the Closing Securities by the Company and the reservation of Warrant Shares by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended to date (the "Charter"), or the Bylaws of the Company, as amended to date (the "Bylaws"), or any provision of any indenture, agreement or other instrument to which the Company or any of its Subsidiaries 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, 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 or any of its Subsidiaries. The Transaction Documents have been duly authorized, executed and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The Closing Securities have been duly authorized by all actions on behalf of the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in the Company's most recent filings with the Commission on Form 10-K for the year ended April 30, 2010 and all periodic and current reports filed with the Commission thereafter (being collectively referred to herein as the "Recent Reports"), and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Warrant Shares initially issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued, delivered and paid for in accordance with the provisions of the Warrants, will be validly issued, fully paid and non-assessable; and the issuance of Warrant Shares upon exercise of the Warrants, respectively, will not be subject to any preemptive or similar rights. (d) The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Company's Charter, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Recent Reports, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan and (ii) there is no commitment by the Company or any of its Subsidiaries to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan . Except as provided for in the Company's Charter or as set forth in the Recent Reports, neither the Company nor any of its Subsidiaries has any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the Recent Reports, to the Company's actual knowledge there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). Except as disclosed in the Recent Reports, the warrants previously issued by the Company have not been extended or modified since the date of issuance thereof. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. (e) The outstanding shares of Common Stock are listed on the NASDAQ Stock Market and the Warrant Shares will have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance, on or before the Closing Date for the applicable Warrants. The transactions contemplated by the Transaction Documents do not require stockholder approval under the rules of the NASDAQ Stock Market. (f) There has not been any change, effect, event or occurrence resulting or reasonably likely to result in a Material Adverse Effect on the Company that has not been disclosed in the Company's Recent Reports prior to each Closing Date. For purpose of this Agreement, a "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties of the Company. (g) There are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending, or, to the knowledge of the Company, threatened against the Company which, if adversely determined, would be reasonably likely to have a Material Adverse Effect on the Company. There is no action, suit or proceeding by the Company currently pending or that the Company currently intends to initiate.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of the Transaction Documents to which it is a party, the performance by the Company of its obligations thereunder, the issuance, sale and delivery of the Closing Securities by the Company and the reservation of Warrant Shares by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended to date action. (the "Charter"), or the Bylaws of the Company, as amended to date (the "Bylaws"), or any provision of any indenture, agreement or other instrument to which the Company or any of its Subsidiaries 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 bothb) a default under 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 or any of its Subsidiaries. The Transaction Documents have been duly authorized, executed and delivered and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) The Closing Securities have been duly authorized by all actions on behalf of the Company and, when issued and delivered pursuant to this Agreement, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles. (c) The Company has an authorized capitalization and outstanding shares of capital stock as set forth in the Company's most recent filings with the Commission on Form 10-K Except for the year ended April 30, 2010 and all periodic and current reports filed with the Commission thereafter (being collectively referred to herein as the "Recent Reports"), and all approval of the issued shares of capital stock Proposal (as defined in Section 4.2) by its stockholders and the filing of the Certificate of Amendment as contemplated in Section 4.2, the execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been duly authorized made pursuant to applicable state securities laws and validly issued post-sale filings pursuant to applicable state and are fully paid and non-assessable; federal securities laws which the Warrant Shares initially issuable upon exercise of Company undertakes to file within the Warrants have been duly authorized and reserved for issuance and, when issued, delivered and paid for in accordance with the provisions of the Warrants, will be validly issued, fully paid and non-assessable; and the issuance of Warrant Shares upon exercise of the Warrants, respectively, will not be subject to any preemptive or similar rightsapplicable time periods. (d) The designationsexecution, powers, preferences, rights, qualifications, limitations delivery and restrictions in respect of each class and series of authorized capital stock performance of the Transaction Documents by the Company are as set forth and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the Company's Charterterms and provisions of, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Recent Reports, or constitute a default under (i) no subscriptionthe Company’s Certificate of Incorporation or the Company’s Bylaws, warrant, option, convertible securityboth as in effect on the date hereof (true and complete copies of which have been filed on XXXXX), or other right (contingent ii)(a) any statute, rule, regulation or other) to purchase order of any governmental agency or otherwise acquire equity securities body or any court, domestic or foreign, having jurisdiction over the Company, any subsidiary of the Company or any of its Subsidiaries is authorized their respective assets or outstanding, except for the grant of optionsproperties, or the issuance of additional securities, under (b) any duly authorized Company stock option, stock incentive plan, restricted stock plan agreement or stock purchase plan and (ii) there is no commitment by instrument to which the Company or any subsidiary of its Subsidiaries to issue shares, subscriptions, warrants, options, convertible securities, is a party or other such rights by which the Company or a subsidiary is bound or to distribute to holders which any of their respective assets or properties is subject. (e) Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of its equity securities any evidence of indebtedness or asset, except for the grant of options, or the issuance of additional securities, under any duly authorized Company stock option, stock incentive plan, restricted stock plan or stock purchase plan . Except as provided for in the Company's Charter or as set forth in the Recent Reports, neither Securities. (f) Neither the Company nor any of its Subsidiaries has affiliates, nor any obligation (contingent Person acting on its or other) their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to purchasebuy any security, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as set forth in the Recent Reports, to the Company's actual knowledge there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its Subsidiaries (whether or not the Company or such Subsidiaries is a party thereto). Except as disclosed in the Recent Reports, the warrants previously issued under circumstances that would adversely affect reliance by the Company have not been extended on Section 4(2) for the exemption from registration for the transactions contemplated hereby or modified since the date of issuance thereof. All would require registration of the outstanding securities of Securities under the Company were issued in compliance with all applicable federal and state securities lawsAct. (eg) The outstanding shares of Common Stock are listed on the NASDAQ Stock Market offer and the Warrant Shares will have been approved for listing on the NASDAQ Stock Market, subject to notice of issuance, on or before the Closing Date for the applicable Warrants. The transactions contemplated by the Transaction Documents do not require stockholder approval under the rules sale of the NASDAQ Stock Market. (f) There has not been any change, effect, event or occurrence resulting or reasonably likely Securities to result in a Material Adverse Effect on the Company that has not been disclosed in Holders as contemplated hereby is exempt from the Company's Recent Reports prior to each Closing Date. For purpose of this Agreement, a "Material Adverse Effect" shall mean a material adverse effect on the business, financial condition, results of operations or properties registration requirements of the CompanyAct.