Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Warrant Agreement, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Warrant Agreement, and the authorization, issuance (or reservation for issuance), sale and delivery of (i) the Common Stock being issued hereunder, (ii) the Warrant, and (iii) the Common Stock issuable upon exercise of the Warrant has been, or will be, taken, and this Agreement, the Registration Rights Agreement and the Warrant Agreement, when executed and delivered, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally, and by general equitable principles. (b) On or prior to the date of this Agreement, the Board has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of the Company and its shareholders, (ii) approving this Agreement, the Registration Rights Agreement, the Warrant Agreement and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Warrant Agreement and (iii) declaring this Agreement and the issuance and sale of the Common Stock and the Warrant advisable.

Authorization; Enforceable Agreement. (a) All Other than the Company Stockholder Approval, all corporate action on the part of the Company, its officers, directors directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Warrant Agreementeach Transaction Document, the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement and the Warrant Agreementeach Transaction Document, and the authorization, issuance (or reservation for issuance), sale sale, and delivery of (i) the Common Stock Purchased Shares being issued hereunder, sold hereunder and (ii) the Warrant, and (iii) the shares of Common Stock issuable upon exercise the conversion of the Warrant Preferred Stock has been, or will be, been taken, and this Agreement, the Registration Rights Agreement and the Warrant Agreement, when executed and deliveredeach Transaction Document, assuming due authorization, execution and delivery by the InvestorInvestors or any other party thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally, and by general equitable principles. (b) On or prior to the date of this Agreement, the The Board has duly adopted resolutions (i) evidencing its determination and declaration that as of the date of Closing Date this Agreement this Agreement Agreement, the other Transaction Documents and the transactions contemplated by this Agreement Transactions are fair to and in the best interests of the Company and its shareholdersshareholders and are advisable in all respects, (ii) authorizing and approving this Agreement, the Registration Rights Agreement, the Warrant Agreement execution and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Warrant Agreement and (iii) declaring delivery of this Agreement and the issuance other Transaction Documents and sale the consummation of the Transactions, (iii) approving and filing the Series A Certificate of Designations and (iv) recommending that the holders of the Common Stock and approve the Warrant advisableTransactions (such recommendation, the "Company Board Recommendation"), which resolutions have not been subsequently rescinded, modified or withdrawn.

Authorization; Enforceable Agreement. (a) All corporate action The Company has all requisite power and authority to execute and deliver each Transaction Document to which it is or will be a party and to consummate the Contemplated Transactions. Subject to the receipt of all required approvals of the Company’s stockholders of this Agreement, the execution and delivery by the Company of each Transaction Document to which it is or will be a party and the consummation of the Contemplated Transactions has been duly and validly authorized and approved by the Board of Directors of the Company and the Stockholders, and no other proceeding, consent or authorization on the part of the Company, its officers, directors and shareholders Company is necessary for to authorize any Transaction Document to which it is or will be a party or the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement and the Warrant Agreement, the performance of all obligations of Contemplated Transactions. Each Transaction Document to which the Company under this Agreement, the Registration Rights Agreement and the Warrant Agreement, and the authorization, issuance (or reservation for issuance), sale and delivery of (i) the Common Stock being issued hereunder, (ii) the Warrant, and (iii) the Common Stock issuable upon exercise of the Warrant has been, is or will bebe a party, taken, has been or will be duly and this Agreement, the Registration Rights Agreement and the Warrant Agreement, when validly executed and delivereddelivered by the Company and, assuming the due authorization, execution and delivery by the InvestorBuyer and Merger Sub, constitutes and as applicable, of each Transaction Document, constitutes, or will constitute constitute, a legal, valid and legally binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting subject to the enforcement of creditors' rights generally, and by general equitable principlesEnforceability Exceptions. (b) On or prior to The Board of Directors of the date of this Agreement, the Board Company has duly adopted resolutions unanimously (i) evidencing its determination determined that as of the date of this Agreement this Agreement and the transactions contemplated by this Agreement are is fair to to, and in the best interests of of, the Company and its shareholdersStockholders, (ii) approving approved and declared advisable this Agreement, the Registration Rights Agreement, the Warrant Agreement and the transactions contemplated by this Agreement, the Registration Rights Agreement and the Warrant Agreement and (iii) declaring resolved to recommend that the Company’s Stockholders adopt this Agreement and the issuance and sale Agreement, and, as of the Common Stock and date hereof, none of the Warrant advisableaforesaid actions by the Board of Directors of the Company has been amended, rescinded or modified.