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 the Transaction DocumentsAgreements, and the Transaction Documents Agreements 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 court decision or applicable law, including, without limitation, 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)) or the discretion of the court before which any proceeding is brought. The issuance of Securities being purchased by the Notes is duly authorized andInvestor hereunder will, upon issuance of the Notes in accordance with and payment therefor pursuant to the terms hereof, be duly authorized and validly issued, and the Notes shall be free from all taxesShares will, liens and charges with respect upon issuance pursuant to the issue thereofterms hereof, be fully paid and nonassessable. As of the Closing, a number of shares of Common Stock shall The Underlying Shares have been duly and validly authorized and reserved for issuance equal to the maximum number of shares issuable issuance, and upon conversion exercise of the Notes Warrants pursuant to be issued at Closing. Upon conversion or issuance in accordance with their terms, including payment of the Notesexercise price therefor, the Conversion Shares will be validly issued, fully-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 the Transaction Documentshereunder, and the Transaction Documents have this Agreement has been duly authorized and validly executed and delivered by the Company and, assuming due execution and delivery hereof by the Buyers, shall constitute a legal, valid and binding agreements agreement 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 Shares being purchased by the Notes is duly authorized andBuyer hereunder will, upon issuance of the Notes in accordance with and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable. The Warrant Shares will, upon exercise of the Notes shall be free from all taxes, liens Warrants and charges with respect the payment of the applicable exercise price pursuant to the issue terms thereof. As of the Closing, a number of shares of Common Stock shall have been be 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 Notesauthorized, 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 the Transaction DocumentsAgreements, and the Transaction Documents Agreements 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 Common Shares and the Notes is Warrants are duly authorized and, upon issuance of the Notes in accordance with the terms hereof, the Notes shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Closing Date, the Company shall have duly authorized and reserved for issuance a number of shares of Common Stock that equals the number of Warrant Shares. Upon exercise in accordance with the Warrant, the Warrant Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. As of , with the Closing, holders being entitled to all rights accorded to a number of shares holder 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 nonassessableStock.

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 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 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.