Common use of Corporate Acts and Proceedings Clause in Contracts

Corporate Acts and Proceedings. The Company has full legal right, corporate power and authority to enter into the Agreements and perform the transactions contemplated hereby and thereby. The Agreements have been duly and validly authorized, executed and delivered by the Company. The execution, delivery and performance of the Agreements by the Company or its Subsidiaries and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or the Subsidiaries are a party or by which the Company or the Subsidiaries or their respective properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company's knowledge, under any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its Subsidiaries or their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers and payment of their respective Purchase Price, the Agreements will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 9 hereof may be legally unenforceable.

Corporate Acts and Proceedings. The Company has full legal right, corporate power and authority to enter into this Agreement, the Agreements Warrants and the Amended and Restated Registration Rights Agreement (collectively, the “Transaction Documents”), to issue the Shares and the Warrants as contemplated hereby and thereby, and to perform the transactions contemplated hereby and thereby. The Agreements Transaction Documents have been duly and validly authorized, executed and delivered by the Company. The execution, delivery and performance of the Agreements Transaction Documents by the Company or its Subsidiaries and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or the Subsidiaries are a party or by which the Company or the Subsidiaries or their respective properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company's ’s knowledge, under any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its Subsidiaries or their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the SharesShares and Warrants. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers Purchaser and payment of their respective the Purchase Price, the Agreements Transaction Documents will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company set forth in Section 9 hereof the Amended and Restated Registration Rights Agreement may be legally unenforceable.

Corporate Acts and Proceedings. The Company has full legal right, all requisite corporate power and authority to (i) file and perform its obligations under that certain certificate of designation, preferences and rights of the Series A Preferred Stock (the “Certificate of Designation”), (ii) enter into the Agreements and perform its obligations under that certain registration rights agreement between Purchaser and the Company of even date herewith (the “Registration Rights Agreement”) and this Agreement, the Registration Rights Agreement and the Warrants and (iii) consummate the transactions contemplated hereby and therebythereby and to issue the Equity Securities, in accordance with the terms hereof and thereof; provided, however, with respect to the foregoing representation the Company cannot issue the Common Shares pursuant to (a) the exercise of the Warrants X-0, X-0 and C-2, or (b) the conversion of the Series A Preferred Stock, until the Proposal (as defined in Section 5) is approved. The Agreements execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Common Shares, the Series A Preferred Stock and the Warrants and the issuance and reservation for issuance of the Series A Warrant Shares and the Warrant Shares) have been duly authorized by the Company’s board of directors (the “Board”) and validly authorizedno further consent or authorization of the Company (other than the Proposal with respect to the Warrant Shares), its Board, or its shareholders is required. This Agreement has been duly executed and delivered by the Company. The execution, Upon execution and delivery and performance of the Agreements by the Company or its Subsidiaries of this Agreement, the Registration Rights Agreement and the consummation Warrants and upon execution and filing of the transactions herein contemplated Certificate of Designation, each of such agreements and instruments will not violate any provision of the organizational documents constitute a legal, valid and binding obligation of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of enforceable against the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or the Subsidiaries are a party or by which the Company or the Subsidiaries or their respective properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company's knowledge, under any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its Subsidiaries or their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers and payment of their respective Purchase Price, the Agreements will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, its terms except as the enforceability thereof may be limited by applicable the Company’s lack of authorized common stock, bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors' and contracting parties' ’ rights generally generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as for judicial limitations on the indemnification agreements enforcement of the Company in Section 9 hereof may be legally unenforceableremedy of specific enforcement and other equitable remedies.

Corporate Acts and Proceedings. The Company has full legal right, the corporate power and authority to enter into the Agreements and perform the transactions contemplated hereby and thereby. The Agreements have been duly and validly authorized, executed and delivered by the Company. The This execution, delivery and performance of the Agreements by the Company or its Subsidiaries and the consummation of the transactions herein contemplated will not (i) violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not (ii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or the Subsidiaries are a party or by which the Company or the Subsidiaries or their respective properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company's ’s knowledge, under (B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its Subsidiaries or their respective propertiesproperties in each case under (i) or (ii) which would have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers and payment of their respective Purchase Price, the Agreements will constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification or contribution agreements of the Company in Section 9 hereof may be legally unenforceable.

Corporate Acts and Proceedings. The Company has full legal right, corporate power and authority to enter into the Agreements this Agreement and perform the transactions contemplated hereby and therebyhereby. The Agreements have This Agreement has been duly and validly authorized, executed and delivered by the Company. The execution, delivery and performance of the Agreements this Agreement by the Company or its Subsidiaries and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or the Subsidiaries are is a party or by which the Company or the Subsidiaries or their respective its properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company's knowledge, under any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or its Subsidiaries or their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon their Company's execution and delivery, and assuming the valid execution thereof by the respective Purchasers Purchaser and payment of their respective the Purchase Price, the Agreements this Agreement will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 9 8 hereof may be legally unenforceable.