Common use of Transactions Contemplated Herein Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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