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Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, exceptexcept: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. ThisSubject to obtaining the Required Approvals, this Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement.Authorization. The Company has thepossesses all requisite corporate power and authority to enter intoexecute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated byhereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents bywhich the Company and the consummation by it of the transactions contemplated hereby and therebyis a party have been duly authorized by all necessary actionthe Company. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and no further action is requiredpermit the execution, delivery and performance by the Company,Company of this Agreement and the Board of Directors orother Transaction Documents which the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.Company is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which itthe Company is a party has been (or upon deliveryor will have been)be, duly executed and delivered by the Company. This Agreement constitutes, and each other Transaction Document to which the Company and,is a party constitutes or will constitute, when delivered in accordance with the terms hereofso duly executed and thereof, will constitute thedelivered, a valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles andin each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and other lawssubject, as to enforceability, to the effect of general application affecting enforcementprinciples of creditors’ rights generally, # as limited by laws relating to the availabilityequity (regardless of specific performance, injunctive reliefwhether such enforceability is considered in a proceeding in equity or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.at law).

Authorization; Enforcement.Section # Corporate Power and Authority. The Company has theall requisite corporate power and authority to enter into and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated by this Agreementhereby and each of the other Transaction Documentsthereby. The execution, delivery, and otherwise to carry out its obligations hereunder and thereunder. The execution and deliveryperformance of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no other corporate action or corporate proceeding on the part of the Company is necessary to authorize the execution, delivery and no further action is requiredperformance by the Company,Company of this Agreement and the BoardTransaction Documents and the consummation by the Company of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.transactions contemplated hereby and thereby. This Agreement and each otherof the Transaction Document to which it is a party hasDocuments have been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance withand constitutes the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the CompanyCompany, enforceable against the Companyit in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.their respective terms.

Authorization; Enforcement. The Company has theall requisite corporate power and authority to enter intoexecute, deliver and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry outperform its obligations hereunder and thereunder.under the Transaction Agreements. The execution and delivery of this Agreement and each of the otherExchange Transaction Documents by the CompanyDocuments, and the consummation by itthe Company of the transactions contemplated hereby and therebyhereby, have been duly authorized by all necessary corporate action and no further action on the part of the Company and no further action is required by the Company, theor its Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreementis required. The Exchange Transaction Documents have been validly executed and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executeddelivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligationagreements of the Company enforceable against the Company in accordance with itstheir terms, except to the extent # asrights to indemnity and contribution may be limited by general equitable principles andstate or federal securities laws or the public policy underlying such laws, # such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and other laws of general application affecting enforcement of creditors’contracting parties’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesgenerally and # insofar as indemnification and contribution provisionssuch enforceability may be limited by applicable law.subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization; Enforcement. The Company has the requisitefull corporate power and authority to enter intoexecute and to consummate the transactions contemplated bydeliver this Agreement and each of the other Transaction Documentsdocuments contemplated hereby to which it is a party and otherwise to carry outperform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by itthe Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.corporate action. This Agreement and each other Transaction Document to which it isconstitutes a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limitedand the Transaction Documents to which the Company is a party, when executed and delivered by general equitable principlesthe Company, will constitute valid and applicable bankruptcy, insolvency, reorganization, moratorium and other lawsbinding obligations of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.Company, enforceable against the Company in accordance with their respective terms.

Authorization; Enforcement.Organization and Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation. The Company has theall requisite corporate power to execute and authority to enter into and to consummate the transactions contemplated bydeliver this Agreement and each of theall other Transaction Documentsagreements and otherwise to carry out its obligations hereunder and thereunder.documents contemplated hereby. The execution and delivery of this Agreement and each of thesuch other Transaction Documentsagreements and documents by the Company and the consummation by itthe Company of the transactions contemplated hereby and therebyTransactions have been duly authorized by all necessarythe Company’s Board of Directors and no other corporate action on the part of the Company and no further action is required bynecessary to authorize the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.Transactions. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constituteconstitutes the valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relatingsubject to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.Equitable Exceptions.

Authorization; Enforcement. The Company has theall requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by thishereby. This Agreement has been duly and each of the other Transaction Documentsvalidly authorized, executed and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documentsdelivered by the Company and constitutes the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligationagreement of the CompanyCompany, enforceable against the Companyit in accordance with its terms, except # as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and otherreorganization or similar laws of general application affecting the enforcement of creditors’ rights generally, # as limited by laws relating to the availabilitygenerally or general principles of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.equity.

Authorization; Enforcement.Authority. The Company has the requisiteall corporate right, power and authority to enter intointo, execute and to consummate the transactions contemplated bydeliver this Agreement and each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation of the other Transaction Documentstransactions contemplated hereby, and otherwise to carry outperform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessaryAll corporate action on the part of the CompanyCompany, its directors and no further action is requiredstockholders necessary for the # authorization execution, delivery and performance of this Agreement by the Company,Company; and # authorization, sale, issuance and delivery of the BoardShares contemplated hereby and the performance of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.obligations under this Agreement has been taken. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute theconstitutes a legal, valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and othersubject to laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to bankruptcy, insolvency and the availabilityrelief of debtors and rules of law governing specific performance, injunctive relief or other equitable remediesremedies, and # insofar as indemnification and contribution provisions may be limited by applicable law.to limitations of public policy.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby have(including without limitation, the issuance of the Note has been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization;Authorization: Enforcement. The CompanyBuyer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the CompanyBuyer and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the CompanyBuyer and no further action is required by the Company,Buyer, the Board of Directors or the Company’Buyer's stockholders in connection herewith or therewith other than in connection with the Required Approvals.therewith. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the CompanyBuyer and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the CompanyBuyer enforceable against the CompanyBuyer in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’creditors' rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter intoexecute and deliver this Agreement and each other Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplatedTransaction. The execution, delivery and performance by this Agreement and eachthe Company of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the CompanyAgreements, and the consummation by it of the transactions contemplated hereby and therebyMerger, have been duly authorized and approved by all necessarythe Company’s board of directors, and except for obtaining the Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and no further action is requiredperformance by the Company, the BoardCompany of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. Thisthis Agreement and each otherthe consummation by it of the Merger. Each of the Transaction DocumentAgreements to which itthe Company is a party has been (or upon deliveryor will have been)be at or prior to the Closing, duly and validly executed and delivered by the Company and,and (assuming the due authorization, execution and delivery by the other parties thereto) each such Transaction Agreement, when delivered in accordance withso executed and delivered, will constitute, the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the CompanyCompany, enforceable against the Companyit in accordance with its terms, except # as limited by general equitable principles andsubject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.Equitable Principles.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction DocumentsAgreement, and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of thisthe Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, exceptexcept: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement.Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and to consummateperform its obligations under this Agreement, the transactions contemplated by thisRegistration Rights Agreement and each of the other Transaction Documentsagreements entered into by the parties on the Commencement Date and otherwiseattached hereto as exhibits to carry out its obligations hereunderthis Agreement (collectively, the “Transaction Documents”), and thereunder. Theto issue the Securities in accordance with the terms hereof and thereof, # the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and therebythereby, including without limitation, the issuance of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, theCompany’s Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connectionduly authorized committee thereof, do not conflict with the Required Approvals. ThisCompany’s Certificate of Incorporation or Bylaws (as defined below), and do not require further consent or authorization by the Company, its Board of Directors, except as set forth in this Agreement, or its stockholders , # this Agreement has been, and each other Transaction Document to which it is a party has been (or upon delivery will have been)shall be on the Commencement Date, duly executed and delivered by the Company and, when delivered in accordance withand # this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the terms hereof and thereof, will constituteCompany, shall constitute, the valid and binding obligationobligations of the Company enforceable against the Company in accordance with itstheir terms, except # as such enforceability may be limited by # general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’creditors' rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarpublic policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation . The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as indemnificationset forth as [Exhibit B] attached hereto to authorize this Agreement and contribution provisions may be limitedthe transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect . The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by applicable law.the Board of Directors of the Company.

Authorization; Enforcement.Section # Authorization of Agreement; Etc. The Company has the requisite corporate powerexecution, delivery and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and deliveryperformance of this Agreement and each of the other Transaction Documents by the CompanyCompany, and the consummation by it of the transactions contemplated hereby and therebyTransactions, have been duly authorized by all necessary action on the partshareholders of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.Company. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed byand delivered on behalf of the Company and, when delivered in accordance with the terms hereof and thereof, will constitute theCompany. This Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingthat such enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Authorization; Enforcement. The CompanyAuthority. Purchaser has the requisiteall necessary corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwiseto which Purchaser is a party, to carry out its obligations hereunder and thereunder.thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and each of theany other Transaction DocumentsDocument to which Purchaser is a party, the performance by the CompanyPurchaser of its obligations hereunder and thereunder and the consummation by itPurchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessaryrequisite corporate action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by ) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which itPurchaser is or will be a party has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereofPurchaser (assuming due authorization, execution and thereof,delivery by each other party thereto), such Transaction Document will constitute the valida legal and binding obligation of the CompanyPurchaser enforceable against the Companyit in accordance with its terms, except # as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and other lawsby general principles of general application affectingequity (regardless of whether enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive reliefis sought in a proceeding at law or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.in equity).

Authorization; Enforcement.Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunderissue the Securities in accordance with the terms hereof and thereunder.thereof. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by itthe Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares) have been duly authorized by all necessary action on the Company’s board of directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the CompanyRegistration Statement (the “Prospectus”) and any other filings as may be required by any state securities agencies) no further actionfiling, consent or authorization is required by the Company, the Boardits board of Directorsdirectors or the Company’sits stockholders in connection herewith or therewith other than in connection with the Required Approvals.governing body. This Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed byconstitutes the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligationobligations of the CompanyCompany, enforceable against the Company in accordance with its respective terms, except # as such enforceability may be limited by general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of applicable creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarexcept as rights to indemnification and to contribution provisions may be limited by applicablefederal or state securities law.Transaction Documents” means, collectively, this Agreement, the Common Shares, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance of the Commitment Shares and the issuance and reservation of the Commitment Shares and Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement.Enforceability. The Company has the requisite corporatefull legal right, power and authority to enter into this Agreement and to consummateperform the transactions contemplated by thishereby. This Agreement has been duly authorized, executed and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documentsdelivered by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligationagreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # asenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions of [Section 11] hereof may be limited by applicable law.federal or state securities laws and public policy considerations in respect thereof.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.Authority. The execution and delivery by the Company of this Agreement and each of the other Transaction Documentsconsummation by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the CompanyCompany. This Agreement has been duly executed and no further action is requireddelivered by the Company, and this Agreement constitutes the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingsuch enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions mayshall be limited by applicable law.bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement.Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunderissue the Securities in accordance with the terms hereof and thereunder.thereof. The execution and delivery of this Agreement and each of the other Transaction Documents by the CompanyCompany, and the consummation by itthe Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary action on the Company’s board of directors (including # the filing with the SEC of # a Form D, # the 8-K Filing (as defined below), and # a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the CompanyRegistration Statement (the “Prospectus”), # the filing of a supplemental listing application with Nasdaq, and # any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further actionfiling, consent or authorization is required by the Company, the Boardits board of Directorsdirectors or the Company’sits stockholders in connection herewith or therewith other than in connection with the Required Approvals.governing body. This Agreement has been, and eachthe other Transaction DocumentDocuments to which it is a party has been (or upon delivery will have been)be prior to the Closing, duly executed and delivered by the Company and, when delivered in accordance withCompany, and each constitutes the terms hereof and thereof, will constitute thelegal, valid and binding obligationobligations of the CompanyCompany, enforceable against the Company in accordance with its respective terms, except # as such enforceability may be limited by general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’applicable creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarexcept as rights to indemnification and to contribution provisions may be limited by applicablefederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement.Enforceability. The Company has the requisite corporatefull legal right, power and authority to enter into this Agreement and to consummateperform the transactions contemplated by thishereby. This Agreement has been duly authorized, executed and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documentsdelivered by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligationagreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # asenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions of [Section 11] hereof may be limited by applicable law.federal or state securities laws and public policy considerations in respect thereof.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.Authority. The execution and delivery by the Company of this Agreement and each of the other Transaction Documentsconsummation by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the CompanyCompany. This Agreement has been duly executed and no further action is requireddelivered by the Company, and this Agreement constitutes the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingsuch enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions mayshall be limited by applicable law.bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement.Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunderissue the Securities in accordance with the terms hereof and thereunder.thereof. The execution and delivery of this Agreement and each of the other Transaction Documents by the CompanyCompany, and the consummation by itthe Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by all necessary action on the Company’s board of directors (including # the filing with the SEC of # a Form D, # the 8-K Filing (as defined below), and # a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the CompanyRegistration Statement (the “Prospectus”), # the filing of a supplemental listing application with Nasdaq, and # any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further actionfiling, consent or authorization is required by the Company, the Boardits board of Directorsdirectors or the Company’sits stockholders in connection herewith or therewith other than in connection with the Required Approvals.governing body. This Agreement has been, and eachthe other Transaction DocumentDocuments to which it is a party has been (or upon delivery will have been)be prior to the Closing, duly executed and delivered by the Company and, when delivered in accordance withCompany, and each constitutes the terms hereof and thereof, will constitute thelegal, valid and binding obligationobligations of the CompanyCompany, enforceable against the Company in accordance with its respective terms, except # as such enforceability may be limited by general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’applicable creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarexcept as rights to indemnification and to contribution provisions may be limited by applicablefederal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement.Section # Power and Authority. The CompanyPurchaser has theall requisite corporate power and authorityauthority, corporate or otherwise, to enter into and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated by this Agreementhereby and each of the other Transaction Documentsthereby. The execution, delivery and otherwise to carry out its obligations hereunder and thereunder. The execution and deliveryperformance of this Agreement and each of the other Transaction Documents by the CompanyPurchaser and the consummation by it of the transactions contemplated hereby and therebythereby, have been duly authorized by all necessary action, and no other action or proceeding on the part of such Purchaser is necessary to authorize the Companyexecution, delivery and no further action is requiredperformance by such Purchaser of this Agreement and the Company,Transaction Documents and the Boardconsummation by such Purchaser of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.transactions contemplated hereby and thereby. This Agreement and each otherof the Transaction Document to which it is a party hasDocuments have been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance withPurchaser and constitute the terms hereof and thereof, will constitute thelegal, valid and binding obligation of the Companysuch Purchaser, enforceable against the Companyit in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.their respective terms.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction DocumentsSecurities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany’s Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement. (i) The Company has theall requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated by this Agreementhereby and each ofthereby and to issue the other Transaction Documents.Securities, in accordance with the terms hereof and otherwise to carry out its obligations hereunder and thereunder. Thethereof, # the execution and delivery of this Agreement and each ofAgreement, the other Transaction DocumentsNote by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by all necessary action on the partCompany's Board of the CompanyDirectors and no further actionconsent or authorization of the Company, its Board of Directors, or its shareholders is requiredrequired, # this Agreement has been duly executed and delivered by the Company,Company by its authorized representative, and such authorized representative is the Board of Directors ortrue and official representative with authority to sign this Agreement and the Company’s stockholdersother documents executed in connection herewith or therewith other than in connection withand bind the Required Approvals. ThisCompany accordingly, and # this Agreement constitutes, and each other Transaction Document to which it is a party has been (or upon execution and delivery will have been) duly executed by the Company and, when delivered in accordance withof the terms hereof and thereof,Note, each of such instruments will constitute theconstitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.

Authorization; Enforcement.Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated byperform its obligations under this Agreement and each ofto issue the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. ThePurchase Shares in accordance with the terms hereof, # the execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactionstransaction contemplated hereby and therebyhereby, including without limitation, the issuance of the Purchase Shares under this Agreement, have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, theCompany’s Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connectionduly authorized committee thereof, do not conflict with the Required Approvals. ThisCompany’s Certificate of Incorporation or Bylaws (as defined below), and do not require further consent or authorization by the Company, its Board of Directors, except as set forth in this Agreement, or its stockholders , # this Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed and delivered by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute# this Agreement constitutes the valid and binding obligationobligations of the Company enforceable against the Company in accordance with its terms, except # as such enforceability may be limited by # general equitable principles andof equity or applicable bankruptcy, insolvency, reorganization, moratorium and othermoratorium, liquidation or similar laws of general applicationrelating to, or affecting generally, the enforcement of creditors’creditors' rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitableand remedies and # insofarpublic policy underlying any law, rule or regulation (including any federal or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation . The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially in the form as indemnificationdelivered to the Buyer to authorize this Agreement and contribution provisions may be limitedthe transaction contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect . The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by applicable law.the Board of Directors of the Company.

Authorization; Enforcement. The CompanyAuthorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the requisite corporate power and authorityother Transaction Documents to enter intowhich such Seller is a party and to consummate the transactions contemplated byhereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents bywhich the Company and the consummation by it of the transactions contemplated hereby and therebyis a party have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.such Seller. This Agreement has been, and each other Transaction Document to which itthe Company is a party has been (or upon deliveryor will have been)be, duly executed and delivered by the Company and,such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when delivered in accordance with the terms hereofso duly executed and thereof, will constitute thedelivered, a valid and binding obligation of the Companysuch Seller, enforceable against the Company in accordance with its terms, except # as limited by general equitable principles andin each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and other lawssubject, as to enforceability, to the effect of general application affecting enforcementprinciples of creditors’ rights generally, # as limited by laws relating to the availabilityequity (regardless of specific performance, injunctive reliefwhether such enforceability is considered in a proceeding in equity or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.at law).

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