Common use of Due Authorization; Consents Clause in Contracts

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement and the Warrants, the Subscription Agreements and the Placement Agent Options to be entered into between the Company and the Subscribers and the Placement Agent, as the case may be, (collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Offering Agreements has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Offering Agreements upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement or the Offering Documents, except that the offer and sale of the Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions and final action may have to be taken with respect to the listing of the Common Stock underlying the Units, the Warrant Shares and the Common Stock underlying the Placement Agent Options and the Warrants underlying the Placement Agent Options.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement and the Warrants, the Subscription Agreements and the Placement Agent Options to be entered into between the Company and the Subscribers and to issue the Debentures, Warrants and Placement Agent, as the case may be, Agent Options (collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Offering Agreements has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Offering Agreements upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement or the Offering Documents, except that the offer and sale of the Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions and final action may have to be taken (but all such final action shall have been taken on or prior to the Closing) with respect to the listing of the Common Stock underlying the UnitsDebenture Shares, the Warrant Shares and the Common Stock underlying the Placement Agent Options Options. On or prior to the Closing, the Debenture Shares, the Warrant Shares, and the Warrants underlying shares of Common Stock issuable upon exercise of the Placement Agent OptionsOptions will have been approved for listing on the American Stock Exchange, subject to the notification of issuance.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement and the Warrants, the Subscription Agreements and the Placement Agent Options to be entered into between the Company and the Subscribers and the Placement Agent, as the case may be, (collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Notes and Warrants will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Offering Agreements has been Notes and Warrants, when executed and delivered will have been, duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Offering Agreements Notes and Warrants, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements and securities may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement Agreement, the Notes or the Offering DocumentsWarrants, except that the offer and sale of the Units securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions and final action jurisdictions. Additionally, other than such consents as may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to be taken with respect to consummate the listing of the Common Stock underlying the Unitstransactions contemplated by this Agreement, the Warrant Shares Notes and the Common Stock underlying the Placement Agent Options and the Warrants underlying the Placement Agent OptionsWarrants.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement and the WarrantsAgreement, the Subscription Agreements and the Placement Agent Options to be entered into between the Company and the Subscribers and the Placement Agent, Option (as the case may be, (collectively the "Offering Agreements"defined in Section 4.4) and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements and Placement Agent Option will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Offering Subscription Agreements has been and Placement Agent Option, when executed and delivered will have been, duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Offering Subscription Agreements and Placement Agent Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement Agreement, the Subscription Agreements or the Offering DocumentsPlacement Agent Option, except that the offer and sale of the Units Preferred Stock in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions and final action jurisdictions. Additionally, other than such consents as may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to be taken with respect to consummate the listing of the Common Stock underlying the Unitstransactions contemplated by this Agreement, the Warrant Shares Subscription Agreements and the Common Stock underlying the Placement Agent Options and the Warrants underlying the Placement Agent OptionsOption.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement and the Warrants, the Subscription Agreements and Agreements, the Placement Agent Options and the Merger & Acquisition Agreement to be entered into between the Company and the Subscribers and the Placement Agent, as the case may be, (collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Offering Agreements has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Offering Agreements upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement or the Offering Documents, except that the offer and sale of the Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions and final action may have to be taken with respect to the listing of the Common Stock underlying the Units, the Warrant Shares and the Common Stock underlying the Placement Agent Options and the Warrants underlying the Placement Agent Options.