Common use of Corporate Acts and Proceedings Clause in Contracts

Corporate Acts and Proceedings. This Agreement has been duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Note and Warrant and the common shares acquirable upon exercise of the Warrant or conversion of the Note has been taken by the Company, or will be taken by the Company on or prior to the Closing.

Corporate Acts and Proceedings. This The execution and delivery of ------------------------------ this Agreement has been duly ------------------------------ authorized by all necessary requisite corporate action on behalf of the Company, Company and this Agreement has been duly executed and delivered by an authorized officers officer of the Company, and . This Agreement is a valid and binding agreement on the part obligation of the Company that is enforceable against the Company in accordance with its terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and as to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All The requisite corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Note and Shares, the Conversion Stock, the Warrant and the common shares acquirable upon exercise of the Warrant or conversion of the Note Stock has been taken by the Company, or will be taken by the Company on or prior to the Closing.

Corporate Acts and Proceedings. This Agreement has been duly authorized ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Note and Warrant Units, Common Shares, the Warrants and the common shares Common Shares acquirable upon exercise of the Warrant or conversion of the Note Warrants has been taken by the Company, or will be taken by the Company on or prior to the ClosingClosing Date.

Corporate Acts and Proceedings. This Agreement has been ------------------------------ duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, Company and is a valid and binding agreement on the part of the Company that is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Note and Warrant and the common shares acquirable upon exercise of the Warrant or conversion of the Note Securities has been taken by the Company, Company or will be taken by the Company on or prior to the Closingissuance thereof.

Corporate Acts and Proceedings. This Agreement has been duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that and is enforceable against the Company in accordance with its terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action actions necessary to the authorization, creation, reservation, issuance and delivery of the Note and Warrant Notes, the Warrants and the common shares acquirable upon exercise Warrant Shares and reservation of the Warrant or conversion of the Note has Shares contemplated hereunder have been taken by the Company, or will be taken by the Company on or prior to the Closing.

Corporate Acts and Proceedings. This Each of this Agreement and the ------------------------------ Certificate of Determination has been duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that and is enforceable against the Company in accordance with its terms, except as the such enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action actions necessary to the authorization, creation, reservation, issuance and delivery of the Note Securities and the reservation of the Conversion Shares and Warrant and the common shares acquirable upon exercise of the Warrant or conversion of the Note has Shares contemplated hereunder have been taken by the Company, or will be taken by the Company on or prior to the Closing.

Corporate Acts and Proceedings. This Agreement has been duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Convertible Note and Warrant and the common shares acquirable upon exercise of the Warrant or conversion of the Convertible Note has been taken by the Company, or will be taken by the Company on or prior to the Closing.

Corporate Acts and Proceedings. This Agreement has been duly ------------------------------ authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by authorized officers of the Company, and is a valid and binding agreement on the part of the Company that is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies. All corporate action necessary to the authorization, creation, reservation, issuance and delivery of the Note and Warrant Units, Common Shares, the Warrants and the common shares Common Shares acquirable upon exercise of the Warrant or conversion of the Note Warrants has been taken by the Company, or will be taken by the Company on or prior to the ClosingClosing Date.