Common use of Corporate Action Clause in Contracts

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement, the Warrant, the sale and issuance of the Notes Shares, the sale and issuance of the Warrant, the shares issuable upon the exercise of the Warrant, and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has Warrant have been taken.

Corporate Action. All necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery of the Firm Shares and the Additional Shares, on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has been takenterms set forth in this Agreement.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes Shares and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants Warrant has been taken.

Corporate Action. All necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery of the Offered Shares on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has been takenterms set forth in this Agreement.

Corporate Action. All corporate and legal action on the part of the Company, Company and its officers, directors and stockholders necessary for the execution and delivery of this Agreement and the Note, the sale and issuance of the Notes Note and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has thereunder have been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement, the Registration Rights Agreement, the sale and issuance of the Notes Convertible Preferred Stock and Common Stock, and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has have been taken.

Corporate Action. All corporate action on the part of the CompanyCorporation, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Stock and the authorization, execution and performance of the CompanyCorporation's obligations hereunder and under the Warrants Restriction Agreement has been taken.

Corporate Action. All The Company represents that all corporate action actions on the part of the Company, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Shares pursuant hereto and the authorization, execution and performance of the Company's obligations hereunder were taken prior to and under are effective as of the Warrants has been takeneffective date of this Warrant.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the sale execution and issuance delivery of the Notes this Agreement and the authorizationNote, execution and the performance of the Company's ’s obligations hereunder and under the Warrants thereunder, has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement, the Registration Rights Agreement, the sale and issuance of the Notes Shares and Warrant Shares, and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has have been taken.

Corporate Action. All corporate action on the part of the ---------------- Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement and the Rights Agreement, the sale and the issuance of the Notes Preferred Shares, the issuance of the Common Stock issuable upon conversion of the Preferred Shares (the "Common Shares") and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants Rights Agreement has been takentaken or will be taken prior to the First Closing.

Corporate Action. All corporate action on the part of by the Company, its officers----------------- directors or stockholders, directors and stockholders necessary for the sale authorization, execution, delivery, and performance of this Agreement, issuance of the Notes Warrant, and the authorization, execution Note and performance of the Company's obligations hereunder and any other instrument or agreement required under the Warrants this Agreement has been duly taken.

Corporate Action. All corporate and legal action on the part of the CompanyShareholder, its officers, directors and stockholders shareholders necessary for the sale execution and issuance delivery of this Agreement, the Notes Shares, and the authorization, execution and performance of the CompanyShareholder's obligations hereunder and under the Warrants has have been taken.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Shares and the Warrants and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has other Transaction Documents in the case of the First Shares, have been taken and, in the case of the Second Shares and the Warrants, other than the approval of the Company's shareholders have been taken.

Corporate Action. All necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery, as applicable, of the Firm Shares, the Additional Shares, and the Over-Allotment Option, on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has been takenterms set forth in this Agreement.

Corporate Action. All corporate action on the part of by the Company, its officersdirectors or stockholders, directors and stockholders necessary for the sale authorization, execution, delivery, and performance of this Agreement, the issuance of the Notes Shares and the authorization, execution and performance of the Company's obligations hereunder and any other instrument or agreement required under the Warrants this Agreement has been duly taken.

Corporate Action. All corporate action on the part of by the Company, its officersdirectors or stockholders, directors and stockholders necessary for the sale authorization, execution, delivery, and performance of this Agreement, issuance of the Notes Warrant, and the authorization, execution Note and performance of the Company's obligations hereunder and any other instrument or agreement required under the Warrants this Agreement has been duly taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the authorization, sale and issuance of the Notes Shares, and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants thereunder, has been taken, including approval by the Company’s Board of Directors.

Corporate Action. All corporate and legal action on the part of the Company, its officers, officers and directors and stockholders necessary for the execution and delivery of this Note, and the sale and issuance of the Notes Note and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants has hereunder, have been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the sale and issuance of the Notes and the authorizationShares, execution and performance of the Company's ’s obligations hereunder and under the Warrants has have been taken.

Corporate Action. All necessary corporate action has been taken by the Company to authorize the issuance, sale and delivery of the Firm Shares, the Flow-Through Shares, the Additional Shares and the Underwriter’s Warrants, on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has been takenterms set forth in this Agreement.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Securities and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants thereunder has been takentaken or will be taken prior to the Closing.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes and the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company's obligations Company hereunder and under the Warrants authorization, issuance and delivery of the Company Common Stock has been taken.

Corporate Action. All corporate action on the part of by the Company, its officersdirectors, directors and stockholders officers or stockholders, necessary for the sale and issuance of the Notes and the authorization, execution delivery and performance of the Company's obligations hereunder and under the Warrants this Agreement, has been duly taken.

Corporate Action. All corporate action on the part of the CompanyCorporation, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Stock and the authorization, execution and performance of the Company's Corporation’s obligations hereunder and under the Warrants Restriction Agreement has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the sale execution and issuance delivery of the Notes Transaction Documents, and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants thereunder, has been taken.

Corporate Action. All corporate action on the part of the ---------------- Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes Shares and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants Warrant has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the other Transaction Documents, the sale and issuance of the Notes and Warrants, and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants thereunder, has been taken.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes Preferred Shares and the authorization, execution issuance of the Common Stock issuable upon conversion of the Preferred Shares and the performance of the Company's obligations hereunder and under the Warrants Rights Agreement has been takentaken or will be taken prior to the Closings.

Corporate Action. All corporate and legal action on the ---------------- part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the issuance and sale and issuance of the Notes Shares, and the authorization, execution and performance of the Company's other obligations hereunder and under the Warrants hereunder, has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the sale execution and issuance delivery of the Notes this Agreement and the authorizationNote, execution and the performance of the Company's ’s obligations hereunder and under the Warrants thereunder, has been taken.taken.(i)

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement, the Note and the Security Agreement, the sale and issuance of the Notes Note and the authorization, execution and performance of the Company's obligations hereunder hereunder, under the Note, and under the Warrants Security Agreement has been taken.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders shareholders, necessary for the sale authorization, execution, delivery and issuance performance of the Notes its obligations under this Warrant and for the authorization, execution issuance and performance delivery of this Warrant and the Shares issuable upon exercise or conversion hereof has been taken and this Warrant constitutes the legally binding and valid obligation of the Company's obligations hereunder and under the Warrants has been takenCompany enforceable in accordance with its terms.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes Shares and the Warrant and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants Warrant has been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement the sale and issuance of the Notes Shares and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has have been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of this Agreement, and the sale and issuance of the Notes Note, and the authorization, execution shares issuable upon conversion of the Note and the performance of the Company's obligations hereunder and under the Warrants has Note have been taken, except for amendment of the Company's Articles of Incorporation.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the sale and issuance of the Notes Notes, and the authorization, execution and performance of the Company's ’s obligations hereunder and under the Warrants has Notes have been taken.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the sale and issuance of the Notes Notes, and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has Notes have been taken.

Corporate Action. All corporate action on the part of the CompanyBuyer, its officers, directors and stockholders necessary for the sale and issuance of the Notes Common Stock and the authorization, execution and performance of the CompanyBuyer's obligations hereunder and under the Warrants has have been takenmade.

Corporate Action. All corporate action on the part of the Company, Company and its officers, officers and directors and stockholders necessary for the sale sale, issuance and issuance delivery of the Notes Shares and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants Warrant has been takentaken or will be taken on or prior to the Closing.

Corporate Action. All corporate and legal action on the part of the Company, its officers, directors and stockholders necessary for the execution and delivery of this Agreement, the Notes and Warrant, the sale and issuance of the Notes and Warrant, and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants thereunder, has been taken.

Corporate Action. All corporate action on the part of the Company, its ifs officers, directors and stockholders shareholders, necessary for the sale authorization, execution, delivery and issuance performance of the Notes its obligations under this Warrant and for the authorization, execution issuance and performance delivery of this Warrant and the Shares issuable upon exercise hereof has been taken and this Warrant constitutes the legally binding and valid obligation of the Company's obligations hereunder and under the Warrants has been takenCompany enforceable in accordance with its terms.

Corporate Action. All corporate action on the part of the Company, ---------------- its officers, directors and stockholders shareholders necessary for the sale and issuance of the Notes and the authorization, execution execution, delivery and performance of this Agreement and the Company's obligations hereunder and under consummation of the Warrants has transactions contemplated hereby shall have been taken.

Corporate Action. All corporate action on the part of the Company, Company ---------------- and its officers, directors directors, and stockholders shareholders necessary for the sale and issuance of the Notes and the authorization, execution execution, delivery, and performance of this Agreement and the Company's obligations hereunder Warrant and under the Warrants has consummation of the transactions contemplated hereby shall have been taken.

Corporate Action. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of the Notes and the authorization, execution execution, delivery and performance of the Loan Documents, the authorization, sale, issuance and delivery of the Note and the RMRA Stock and the performance of all of the Company's ’s obligations hereunder and under the Warrants this Agreement has been taken.

Corporate Action. All corporate action on the part of the ---------------- Company, its officers, directors and stockholders shareholders necessary for the execution and delivery of the Transaction Agreements, the sale and the issuance of the Notes Preferred Shares, the issuance of the Common Stock issuable upon conversion of the Preferred Shares (the "Common Shares") and the authorization, execution and performance of the Company's obligations hereunder and under the Warrants has Transaction Agreements have been takentaken or will be taken prior to the Second Closing.