Common use of Due Authorization and Valid Issuance Clause in Contracts

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Except for the requirement that the Company's stockholders approve the issuance, sale and delivery of the Shares, Warrants and the Warrant Shares (other than the Shares and Warrants being sold at the Initial Closing and the related Warrant Shares) pursuant to Nasdaq Marketplace Rule 4350(i)(1) (the "Required Stockholder Approval"), the Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ ' and contracting parties’ ' rights generally and generally, except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except as the indemnification and contribution agreements herein may be legally unenforceable. The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of Warrant being purchased by the Conversion Shares issuable upon conversion of the Purchased Shares Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuancePreferred Shares being purchased by the Investors under the Agreements will, sale upon issuance and delivery payment therefor pursuant to the terms hereof and of the Purchased other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock the number of Preferred Shares and Warrants in accordance with this Agreementissuable pursuant to the Agreements. Subject to Section 4.5, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrantsthereof, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of Shares being purchased by the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly authorized, validly issued, fully-paid and nonassessable. The Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereof and thereof, be duly authorized and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Except as set forth in Section 3(b) of the Disclosure Letter, the Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents and the transactions contemplated thereby have been duly authorized by the Company and its Board of Directors and no further consent or authorization by the Company, or its shareholders is required. Each of the Transaction Documents has been validly executed and delivered by the Company and constitute constitutes the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceNote being purchased by the Purchaser hereunder will, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the upon issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrantshereof, will be duly and authorized, validly issued, fully paid and non-assessablenonassessable, and shall be free from all liens, claims and encumbrances, except encumbrances or restrictions arising under U.S. federal or state securities laws, with respect to the issuance thereof, and the Purchaser shall be entitled to all the rights set forth therein.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Common Shares and Warrants in accordance with Preferred Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares and/or Preferred Shares issuable pursuant to this Agreement, and (ii) the issuance number of the Conversion Shares shares of Common Stock issuable upon conversion of the Purchased Shares Preferred Stock the (“Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents all of which have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as (iii) enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceNotes, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of Payback Warrants being purchased by the Conversion Shares issuable upon conversion of the Purchased Shares Lenders hereunder and the Warrant Shares convertible or issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, (as the case may be) pursuant to the Notes, by all necessary corporate action on Warrants or the part of Payback Warrants (as the Company. The Purchased Shares case may be), will, upon conversion or issuance (as the case may be) and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been (or upon delivery will be) duly authorized and validly executed and delivered by the Company and constitute the (or upon delivery will constitute) legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except (iii) as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of Shares being purchased by the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares Investor hereunder and the Warrant Shares issuable pursuant to the Warrant will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares hereof and Warrantsthereof, will be duly authorized, validly issued and free from all liens and charges with respect to the issuance thereof, fully-paid and nonassessable. The Warrant being purchased by the Investor hereunder will, upon issuance and payment therefor and pursuant to the terms hereof and thereof, be duly authorized and validly issued, fully paid issued and non-assessablefree from all liens and charges with respect to the issuance thereof.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Series D Warrants (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Series D Shares and the Series D Warrants have been duly authorized and, upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the issuance Series D Shares shall be fully paid and nonassessable. As of the Conversion Shares issuable upon conversion of Closing Date, the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, Company shall have been duly authorized and reserved for issuance, as issuance a number of shares of Common Stock which equals the case may be, by all necessary corporate action on the part number of the CompanyConversion Shares. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor Upon conversion in accordance with the provisions Amended Certificate of this AgreementDesignation, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessablenonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.