Common use of Consents; No Conflict Clause in Contracts

Consents; No Conflict. (a) Except (i) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (ii) filings required under the Securities Act in connection with the Registration Rights Agreement, and (iii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person on the part of the Company is required in connection with the consummation of the Additional Investment and the issuance of the Additional Warrant. (b) The execution and delivery by the Company of Amendment No. 3 to Stock Purchase Agreement and the Additional Warrant, and the performance by the Company of its obligations thereunder, will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, or allow any other party thereto a right to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse Effect.

Consents; No Conflict. (a) 6.1.4.1. Except (i) as set forth on the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (iiiii) filings required under the Securities Act in connection with the Registration Rights Agreement, Agreement or Exchange Act; and (iiiiv) as would not be reasonably likelythe approval of NASDAQ for the issuance and quotation of the Conversion Shares on the NASDAQ SmallCap Market, individually or in the aggregate, subject to have a Material Adverse Effectofficial notice of issuance, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person on the part of the Company is required in connection with the consummation of the Additional Investment transactions contemplated by this Agreement and the issuance Ancillary Agreements except for consents which individually would not materially affect the consummation of the Additional Warranttransactions contemplated by this agreement or result in material violation of any law. (b) 6.1.4.2. The execution and delivery by the Company of Amendment No. 3 this Agreement, each of the Ancillary Agreements to Stock Purchase Agreement which it is a party, and the Additional WarrantWarrant and the Notes, and the performance by the Company of its obligations hereunder and thereunder, will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, or allow any other party thereto a right to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their material properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse Effect.