Common use of Due Authorization; Consents Clause in Contracts

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement, the Subscription Agreements and the Placement Agent Option (as defined in Section 4.4) and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements and Placement Agent Option will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Subscription Agreements and Placement Agent Option, when executed and delivered will have been, duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Agreements and Placement Agent Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, the Subscription Agreements or Placement Agent Option, except that the offer and sale of the Preferred Stock in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions. Additionally, other than such consents as may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, the Subscription Agreements and the Placement Agent Option.

Due Authorization; Consents. The Company has full right, power and authority to enter into this AgreementAgreement and the Warrants, the Subscription Agreements and the Placement Agent Option Options to be entered into between the Company and the Subscribers and the Placement Agent, as the case may be, (as defined in Section 4.4collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements and Placement Agent Option will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Subscription Offering Agreements and Placement Agent Option, when executed and delivered will have been, has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Offering Agreements and Placement Agent Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, Agreement or the Subscription Agreements or Placement Agent OptionOffering Documents, except that the offer and sale of the Preferred Stock Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions. Additionally, other than such consents as jurisdictions and final action may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to consummate be taken with respect to the transactions contemplated by this Agreementlisting of the Common Stock underlying the Units, the Subscription Agreements Warrant Shares and the Common Stock underlying the Placement Agent OptionOptions and the Warrants underlying the Placement Agent Options.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement, Agreement and the Subscription Agreements to be entered into between the Company and the Subscribers and to issue the Debentures, Warrants and Placement Agent Option Options (as defined in Section 4.4collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements and Placement Agent Option will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Subscription Offering Agreements and Placement Agent Option, when executed and delivered will have been, has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Offering Agreements and Placement Agent Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, Agreement or the Subscription Agreements or Placement Agent OptionOffering Documents, except that the offer and sale of the Preferred Stock Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions. Additionally, other than such consents as jurisdictions and final action may have already to be taken (but all such final action shall have been obtained, no consent, approval, authorization, order of, filing with, any court taken on or governmental authority or any other third party is required prior to consummate the transactions contemplated by this AgreementClosing) with respect to the listing of the Debenture Shares, the Subscription Agreements Warrant Shares and the Common Stock underlying the Placement Agent OptionOptions. On or prior to the Closing, the Debenture Shares, the Warrant Shares, and the shares of Common Stock issuable upon exercise of the Placement Agent Options will have been approved for listing on the American Stock Exchange, subject to the notification of issuance.

Due Authorization; Consents. The Company has full right, power and authority to enter into this Agreement, the Subscription Agreements and the Placement Agent Option (as defined in Section 4.4) Agreement and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements Notes and Placement Agent Option Warrants will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Subscription Agreements Notes and Placement Agent OptionWarrants, when executed and delivered will have been, duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Agreements Notes and Placement Agent OptionWarrants, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements and securities may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, the Subscription Agreements Notes or Placement Agent OptionWarrants, except that the offer and sale of the Preferred Stock securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions. Additionally, other than such consents as may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, the Subscription Agreements Notes and the Placement Agent OptionWarrants.

Due Authorization; Consents. The Company has full right, power and authority to enter into this AgreementAgreement and the Warrants, the Subscription Agreements Agreements, the Placement Agent Options and the Merger & Acquisition Agreement to be entered into between the Company and the Subscribers and the Placement Agent Option Agent, as the case may be, (as defined in Section 4.4collectively the "Offering Agreements") and to perform all of its obligations hereunder and thereunder. This Agreement has been, and the Subscription Agreements and Placement Agent Option will be, duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement has been, and the Subscription Offering Agreements and Placement Agent Option, when executed and delivered will have been, has been duly authorized by all necessary corporate action and no further corporate action or approval is or will be required for their respective execution, delivery and performance. This Agreement constitutes, and the Subscription Offering Agreements and Placement Agent Option, upon execution and delivery will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms (except (i) as the enforceability thereof may be limited by bankruptcy or other laws now or hereafter in effect relating to or affecting creditors' rights generally, (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (iii) that the enforceability of the indemnification and contribution provisions of the respective agreements may be limited by the federal and state securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement, Agreement or the Subscription Agreements or Placement Agent OptionOffering Documents, except that the offer and sale of the Preferred Stock Units in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions. Additionally, other than such consents as jurisdictions and final action may have already been obtained, no consent, approval, authorization, order of, filing with, any court or governmental authority or any other third party is required to consummate be taken with respect to the transactions contemplated by this Agreementlisting of the Common Stock underlying the Units, the Subscription Agreements Warrant Shares and the Common Stock underlying the Placement Agent OptionOptions and the Warrants underlying the Placement Agent Options.