Common use of Transactions Contemplated Herein Clause in Contracts

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange or other another body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange or other another body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement Agreement, and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consentsAuthorizations, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agency, the Exchange court or other body Governmental Entity is required for the valid issuance, sale and delivery of the Shares Securities and the consummation of the transactions and agreements contemplated by this Agreement Agreement, the Warrant Agreement, the Warrants and the Representative’s Warrant and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorizations of, and no filing with, any court, government agencyGovernmental Entity, the Exchange Exchange, or other another body is required for the valid issuance, sale sale, and delivery of the Shares Firm Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and any required Nasdaq notification filing.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange Exchange, or other another body is required for the valid issuance, sale sale, and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Shares Shares, and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorizations of, and no filing with, any court, government agencyGovernmental Entity, the Exchange Exchange, or other another body is required for the valid issuance, sale sale, and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws laws, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and any required Nasdaq notification filing.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, disclosures in the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, Federal and state securities laws and regulations and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Escrow Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorizations of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Securities and the consummation of the transactions and agreements contemplated by this Agreement and the Escrow Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws laws, the Exchange Rules (as defined below), and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), such Authorizations as having been obtained and are in full force and effect.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrant Agency Agreement and the Warrants and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agency, the Exchange or other body Governmental Entity is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agency Agreement and the Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and laws, the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and the ASX Listing Rules.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and laws, the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the necessary filings and approvals from The Nasdaq Capital Market to list the Public Securities.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange or other another body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) and any required Exchange notification filing.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange or other another body is required for the valid issuance, sale and delivery of the Shares Public Securities and the Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity, the Exchange or other another body is required for the valid issuance, sale and delivery of the Shares Primary Securities and the consummation of the transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules, the rules and regulations of Exchange and the regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agencyGovernmental Entity applicable to the Company or a Subsidiary, the Exchange or other body is required for the valid issuance, sale and delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, Regulations and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Warrant Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders Authorizations required in connection therewith have been obtained. No consent, authorization or order Authorization of, and no filing with, any court, government agency, the Exchange or other body Governmental Entity is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Warrant Agreement and the Representative’s Warrant Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) or the Exchange in connection with the sale of the Public Securities.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, federal and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc. (“FINRA”). The required consents of the existing security-holders set forth on Schedule 2.15.2 have been obtained.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency, the Exchange agency or other body is required for the valid issuance, sale and delivery of the Shares Public Securities and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration Statement, disclosures in the Pricing Disclosure Package and the Prospectus, except with respect to applicable Securities Act Regulations, Federal and state securities laws and regulations and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“"FINRA”").