Common use of Due Authorization and Valid Issuance Clause in Contracts

Due Authorization and Valid Issuance. The Company has all requisite 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 legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of the Notes is duly authorized and, upon issuance of the Notes in accordance with the terms hereof, the Notes shall be free from all taxes, liens and charges with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance equal to the maximum number of shares issuable upon conversion of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the Notes, the Conversion Shares will be validly issued, fully-paid and nonassessable.

Due Authorization and Valid Issuance. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the documents, agreements or instruments entered into in connection with the transactions contemplated by this Agreement (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of the Notes and the Warrants is duly authorized and, upon issuance of the Notes and the Warrants in accordance with the terms hereof, the Notes and the Warrants shall be free from all taxes, liens and charges with respect to the issue thereof. As of the Closing, a number of shares of Common Stock shall have been duly authorized and reserved for issuance equal to the maximum number of shares issuable upon conversion of the Notes and exercise of the Warrants to be issued at Closing. Upon conversion conversion, exercise or issuance in accordance with the NotesNotes and the Warrants, the Conversion Shares will be validly issued, fully-paid and nonassessable.

Due Authorization and Valid Issuance. The Except as set forth in Section 3(b) of the Disclosure Letter, the Company has all requisite 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 agreements agreement of the Company enforceable against the Company in accordance with their its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of Note being purchased by the Notes is duly authorized andPurchaser hereunder will, upon issuance of the Notes in accordance with pursuant to the terms hereof, the Notes be duly authorized, validly issued, fully paid and nonassessable, and shall be free from all taxesliens, liens claims and charges encumbrances, except encumbrances or restrictions arising under U.S. federal or state securities laws, with respect to the issue issuance thereof. As of , and the Closing, a number of shares of Common Stock Purchaser shall have been duly authorized and reserved for issuance equal be entitled to all the maximum number of shares issuable upon conversion of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the Notes, the Conversion Shares will be validly issued, fully-paid and nonassessablerights 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 this Agreement (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute constitutes a legal, valid and binding agreements agreement of the Company Company, enforceable against the Company in accordance with their its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of the Notes is Series E Shares have been duly authorized and, upon issuance of the Notes in accordance with the terms hereofof this Agreement, the Notes shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the Series E Shares shall be fully paid and nonassessable. As of the ClosingClosing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock shall have been duly authorized and reserved for issuance equal to which equals the maximum number of shares issuable upon conversion of the Notes to be issued at ClosingConversion Shares. Upon conversion or issuance in accordance with the NotesCertificate of Designation, the Conversion Shares will be validly issued, fully-fully paid and nonassessablenonassessable 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 Except as set forth in Section 3(b) of the Disclosure Letter, the Company has all requisite 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 agreements agreement of the Company enforceable against the Company in accordance with their its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of Note being purchased by the Notes is duly authorized andPurchaser hereunder will, upon issuance of the Notes in accordance with pursuant to the terms hereof, the Notes be duly authorized, validly issued, fully paid and nonassessable, and shall be free from all taxesliens, liens claims and charges encumbrances, except encumbrances or restrictions arising under U.S. federal or state securities laws, with respect to the issue issuance thereof. As of , and the Closing, a number of shares of Common Stock Purchaser shall have been duly authorized and reserved for issuance equal be entitled to all the maximum number of shares issuable upon conversion of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the Notes, the Conversion Shares will be validly issued, fully-paid and nonassessablerights set forth therein.

Due Authorization and Valid Issuance. The Company has all requisite 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, its Board of Directors or its shareholders is required. The Transaction Documents have been validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, 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 of Note and Warrant being purchased by the Notes is duly authorized andPurchaser hereunder will, upon issuance of the Notes in accordance with pursuant to the terms hereof, the Notes be duly authorized, validly issued, fully paid and nonassessable, and shall be free from all taxesliens, liens claims and charges encumbrances, except encumbrances or restrictions arising under U.S. federal or state securities laws, with respect to the issue issuance thereof. As of , and the Closing, a number of shares of Common Stock Purchaser shall have been duly authorized and reserved for issuance equal be entitled to all the maximum number of shares issuable upon conversion of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the Notes, the Conversion Shares will be validly issued, fully-paid and nonassessablerights set forth therein.

Due Authorization and Valid Issuance. The Company has all requisite power All action on the part of the Company, its officers and authority to executedirectors necessary for the authorization, deliver and perform its obligations under the Transaction Documentsexecution, delivery of, and the Transaction Documents performance of all obligations of the Company under this Agreement, the Notes, Warrants and all other agreements executed in connection with this Agreement have been duly authorized taken or will be taken prior to the Additional Closing to which this Agreement relates (“Current Closing”). This Agreement and validly the Notes and Warrants, when executed and delivered by the Company and Company, shall each constitute legal, the valid and legally binding agreements obligations of the Company Company, enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar other laws of general application relating to or affecting the enforcement of 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 of the Notes is duly authorized and, upon issuance of the Notes in accordance with the terms hereofrights, the Notes shall be free from all taxesrelief of debtors, liens (b) the effect of rules of law governing the availability of equitable remedies and charges (c) with respect to the issue thereofrights to indemnity, subject to federal and state securities laws. As Shares of capital stock of the ClosingCompany shall be duly and validly reserved and, a number of shares of Common Stock shall have been duly authorized and reserved for issuance equal to when issued in compliance with the maximum number of shares issuable upon conversion provisions of the Notes to be issued at Closing. Upon conversion or issuance in accordance with the NotesCompany’s then applicable charter, the Conversion Shares will be validly issued, fully-paid fully paid, and nonassessable. The Notes, Warrants and applicable shares of capital stock issuable upon conversion or exercise thereof, when issued in the foregoing manner and in compliance with the provisions of this Agreement, will be free of any liens or encumbrances other than as set forth herein and under state or federal securities laws.