Common use of Corporate Action Clause in Contracts

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directorsits Board, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directorsBoard, and, if necessary, its stockholders, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Placement contemplated hereby;.

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionto permit the valid execution, delivery and performance of the Offering Documents by the Company, including, without limitation, obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreement, the Offering Documents and the performance by the Company of its obligations hereunder and the offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;.

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of the Offering Documents by the Company, including, without limitation, obtaining the approval of the Company's ’s board of directors, for the execution and delivery of this Agreementthe Offering Documents, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's ’s board of directors, for the execution and delivery of this Agreementthe Stock Purchase Agreement and Warrant, and the performance by the Company of its obligations hereunder and thereunder, and the offering contemplated hereby;.

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of this Agreement by the Company, including, without limitation, obtaining the approval of the Company's ’s board of directors, directors for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and thereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's ’s board of directors, for the execution and delivery of this Agreementthe Transaction Documents, and the performance by the Company of its obligations hereunder and the offering contemplated hereby;thereunder.

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreement, the issuance of the Shares, the Warrants and the Placement Agent's Warrants and the performance by the Company of its obligations hereunder and thereunder, if applicable, and the offering contemplated herebyconsummation of the Private Offering;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, limitation obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the commencement of the offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board ’s Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;.

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreementthe Offering Documents, the performance by the Company of its obligations hereunder and the offering contemplated hereby;

Corporate Action. The Company has or will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board its Board of directorsDirectors, for the execution and delivery of this Agency Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directorsBoard, for the execution and delivery of this AgreementAgreement and the other Transaction Documents required to be entered into at or prior to such Closing, the performance by the Company of its obligations hereunder and thereunder and the offering contemplated herebyPlacement;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Placements contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, action in connection with the performance by the Company of its obligations hereunder and thereunder, if applicable, and the offering contemplated herebyconsummation of the Offering;

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of the Offering Documents by the Company, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreementthe Offering Documents, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;; FIG Partners, L.L.C. January 25, 2010 Page 10

Corporate Action. The Company will have taken all necessary corporate action, action including, without limitation, obtaining the approval of the Company's board Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering contemplated herebydescribed herein;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering contemplated herebycommencement of the Offering;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and under the offering Exchange Offer contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will shall have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering contemplated hereby;of the Securities and Placement Agent Warrants.

Corporate Action. The Company has or will have taken all necessary corporate action, including, without limitation, obtaining the approval of its stockholders and the Company's board of directorsBoard, for the execution and delivery of this Agency Agreement, the performance by the Company of its obligations hereunder and the offering Bridge Financing contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directorsdirectors (the "Board"), for the execution and delivery of this AgreementAgreement and the other Offering Documents required to be entered into at or prior to such Closing, the performance by the Company of its obligations hereunder and thereunder and the offering contemplated herebyPlacement;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the any required approval of its stockholders and the Company's board Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder hereunder, and the offering Offering contemplated hereby;.

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering commencement of the Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board Board of directorsDirectors, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate ---------------- corporate, action, including, without limitation, obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreement, and the performance by the Company of its obligations hereunder and thereunder and the commencement of the offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Stock Purchase Agreement, the performance by the Company of its obligations hereunder and the offering contemplated hereby;

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of the Offering Documents by the Company, including, without limitation, obtaining the approval of the Company's board of directors, for the execution and delivery of this Agreementthe Offering Documents, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of the Subscription Agreements by the Company, including, without limitation, obtaining the approval of the Company's ’s board of directors, for the execution and delivery of this Agreementthe Subscription Agreements, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, including obtaining the approval of the Company's board of directorsits Board, for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will shall have taken all corporate action necessary corporate actionin order to permit the valid execution, delivery and performance of the Offering Documents by the Company, including, without limitation, obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreementthe Offering Documents, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby. Such corporate action shall be in form and substance reasonably satisfactory to Paramount;

Corporate Action. The Company will have taken all corporate action ----------------- necessary corporate actionto permit the valid execution, includingdelivery and performance of the Offering Documents by the Company, including without limitation, obtaining the approval of the Company's board of directors, directors for the execution and delivery of this Agreementthe Offering Documents, the increase in authorized shares of Common Stock of the Company, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directors, action for the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the offering Offering contemplated hereby;.

Corporate Action. The Company Corporation will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's board of directorsBoards, and, if necessary, their stockholders, for the execution and delivery of this Agreement, the performance by the Company Corporation of its obligations hereunder and the offering Financing contemplated hereby;

Corporate Action. The Company will have taken all necessary corporate action, including, without limitation, obtaining the approval of the Company's ’s board of directorsdirectors (the “Board”), for the execution and delivery of this AgreementAgreement and the other Offering Documents required to be entered into at or prior to such Closing, the performance by the Company of its obligations hereunder and thereunder and the offering contemplated herebyPlacement;