Common use of Consent and Authorization Clause in Contracts

Consent and Authorization. The Company has all corporate power and authority to enter into this 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, approval, registration, qualification, authorization or order of, and no filing with, any court, government agency or other body, domestic or foreign, is required for the valid issuance, sale and delivery of the Securities and the Underwriter Securities and the consummation by the Company of the transactions and agreements contemplated by this Agreement and/or as contemplated by 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”) and Nasdaq.