Common use of Authorization; Consents Clause in Contracts

Authorization; Consents. Each of the Company and the PRC Companies has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which it is a party, and to carry out its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A Preferred Shares under this Agreement, (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (C) the Series A Preferred Shares issuable upon exercise of the Warrants, has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, any of the PRC Companies, and/or the Founder is party, when executed and delivered by the same, will constitute the valid and legally binding obligation of the Company, any of the PRC Companies and/or the Founder, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Ordinary Shares issuable upon conversion of the Series A Preferred Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof. For the purpose only of this Agreement, “reserve,” “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued shares of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each of the Company Company, the Founders and the PRC Companies Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A Preferred Shares being issued and sold under this Agreement, Agreement and (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (C) the Series A Preferred Shares issuable upon exercise of the Warrants, has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, any of the PRC Companies, Founders and/or the Founder Kinko is a party, when executed and delivered by the sameCompany, the Founders and/or Kinko, will constitute the valid and legally binding obligation of the Company, any of the PRC Companies Founders and/or the FounderKinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares or Ordinary Shares issuable upon conversion of the Series A Preferred Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve,” ”, “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued shares share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each of the Company Company, the Founders and the PRC Companies Kinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A B Preferred Shares being issued and sold under this Agreement, Agreement and (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (C) the Series A B Preferred Shares issuable upon exercise of the Warrants, has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, any of the PRC Companies, and/or the Founder and/or Kinko is a party, when executed and delivered by the sameCompany, the Founders and/or Kinko, will constitute the valid and legally binding obligation of the Company, any of the PRC Companies Founders and/or the FounderKinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A B Preferred Shares or Ordinary Shares issuable upon conversion of the Series A Preferred Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve,” ”, “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A B Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued shares share capital of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each member of the Company and the PRC Companies Group has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which it is a party, and to carry out its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A A-1 Senior Preferred Shares under to be issued pursuant to this Agreement, (B) the Ordinary Shares issuable upon conversion of the Series A A-1 Senior Preferred Shares, (C) the Series A A-1 Senior Preferred Shares issuable upon exercise of the WarrantsSeries A-1 Option, has been taken or will be taken prior to the Initial Closing. This Agreement, each of the Transaction Documents to which the Company, any member of the PRC Companies, and/or the Founder Company Group is a party, when executed and delivered by the same, will constitute the valid and legally binding obligation of the Company, any each member of the PRC Companies and/or the FounderCompany Group, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A A-1 Senior Preferred Shares or Ordinary Shares issuable upon conversion of the Series A A-1 Senior Preferred Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof. For the purpose only of this Agreement, “reserve,” “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A A-1 Senior Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued shares of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are Series A-1 Option is exercised in accordance with the Memorandum and Articles or otherwise.

Authorization; Consents. Each of the The Company and the PRC Companies has all requisite legal corporate power and corporate power, and has taken all corporate action necessary, for each authority to properly and legally authorize, execute and deliver enter into this Agreement and each to consummate the transactions contemplated hereby. All corporate and other action on the part of the Transaction Documents to which it is a partyCompany, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the other agreements and documents contemplated herein, and to carry out its respective the performance of all the Company's obligations hereunder and thereunder. The authorization and issuance of all of (A) the Series A Preferred Shares under this Agreement, (B) the Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (C) the Series A Preferred Shares issuable upon exercise of the Warrants, has been taken or will be taken prior taken, except for delivery of notice to Stockholders of the consent of a majority of Stockholders to the ClosingCertificate of Amendment, which shall be promptly made after the date hereof. This AgreementAgreement has been duly executed and delivered, each of and the Transaction Documents to which other agreements and documents contemplated herein shall at Closing have been duly executed and delivered, by the Company, any of the PRC Companies, and/or the Founder is partyCompany and, when executed and delivered by the samePurchaser and HHB, will shall constitute the valid and legally binding obligation obligations of the Company, any of the PRC Companies and/or the Founder, as the case may be, and Company enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws subject to laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors’ rights generally, debtors and (ii) as limited by Laws relating subject to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares No consent, approval, order or Ordinary Shares issuable upon conversion of the Series A Preferred Shares is not subject to any preemptive rights or rights of first refusalauthorization of, or if registration, declaration or filing with, any such preemptive rights national, state, municipal, local or rights of first refusal existforeign government, waiver of such rights has been obtained from the holders any instrumentality, subdivision, court, administrative agency or commission or other authority thereof. For the purpose only of this Agreement, “reserve,” “reservation” or similar words any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a "Governmental Entity") or other third party is required by or with respect to a specified number the Company in connection with the execution and delivery of Ordinary Shares this Agreement by the Company or Series A Preferred Shares the consummation of the Company shall mean transactions contemplated hereby, except those that have been received and except for notices required or permitted to be filed with certain state and federal securities commissions after the Company shall, purchase of the Securities and the filing of the Certificate of Designation and Certificate of Amendment with the state of Delaware. The Board of Directors of the Company shall procure that Company, by resolutions duly adopted by vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way has duly approved this Agreement and the Company shalltransactions contemplated hereby, refrain from issuing such number including the issuance of shares so that such number the Shares and the Warrants to the Purchaser, for the purposes of shares Section 203 of the DGCL. No state takeover statute or other similar statute is or will remain in be applicable to the authorized but unissued shares transactions contemplated hereby, including the issuance of the Shares and the Warrants to the Purchaser. No vote, consent or other action of the stockholders of the Company until is required by law, the conversion rights Company's certificate of incorporation or by-laws or otherwise in order for the Company to consummate the transactions contemplated hereby, including the issuance of the holders of any Convertible Securities exercisable for such shares Shares and the Warrants are exercised in accordance with to the Memorandum and Articles or otherwisePurchaser.

Authorization; Consents. Each of the Company Company, the Founders, Paker and the PRC Companies Jinko has all requisite legal and corporate power, and has taken all corporate action necessary, for each to properly and legally authorize, execute and deliver this Agreement and each of the Transaction Documents to which he/she/it is a party, and to carry out his/her/its respective obligations hereunder and thereunder. The authorization and issuance of all of (A) Ordinary Shares being issued and sold under this Agreement; (B) the Series A Preferred Shares being issued and sold under this Agreement; (C) the Series B Preferred Shares being issued and sold under this Agreement, (BD) the Ordinary Shares issuable upon the conversion of the Series A Preferred Shares, Shares and (CE) the Series A Preferred Ordinary Shares issuable upon exercise the conversion of the Warrants, Series B Preferred Shares has been taken or will be taken prior to the Closing. This Agreement, each of the Transaction Documents to which the Company, any of the PRC CompaniesFounder, Paker and/or the Founder Jinko is a party, when executed and delivered by the sameCompany, the Founders, Paker and/or Jinko, will constitute the valid and legally binding obligation of the Company, any of the PRC Companies Founders, Paker and/or the FounderJinko, as the case may be, and enforceable against such Person in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The issuance of any Series A Preferred Shares, Series B Preferred Shares or Ordinary Shares issuable upon conversion of the Series A Preferred Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained or will be obtained prior to the Closing from the holders thereof. For the purpose only of this Agreement, “reserve,” ”, “reservation” or similar words with respect to a specified number of Ordinary Shares or Series A Preferred Shares of the Company shall mean that the Company shall, and the Board of Directors of the Company shall procure that the Company shall, refrain from issuing such number of shares so that such number of shares will remain in the authorized but unissued shares of the Company until the conversion rights of the holders of any Convertible Securities exercisable for such shares and the Warrants are exercised in accordance with the Memorandum and Articles or otherwise.