Common use of Due Authorization; Consents Clause in Contracts

Due Authorization; Consents. All corporate action on the part of the Company necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under Transaction Documents, (b) the authorization, issuance, execution and delivery of the Notes by the Company and (c) the authorization, issuance, reservation for issuance and delivery by the Company of all of the equity securities issuable upon conversion of the Notes has been taken. This Agreement and the Notes constitute a valid and binding obligation of the Company, enforceable in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. All consents, approvals and authorizations of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party, required in connection with the execution, delivery and performance of this Agreement and the Notes and the consummation of the transactions contemplated hereby and thereby have been obtained; provided, however, that with respect to any required filings under Regulation D or any other federal or state securities filings, the Company will make such filings within fifteen business days after the Execution Date.

Due Authorization; Consents. All corporate action has been taken on the part of the Company Company, its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under Transaction Documentsunder, this Agreement, (b) the authorization, issuance, execution and delivery of the Notes by the Company Notes, and (c) the authorization, issuance, reservation for issuance and delivery by the Company of all of the equity securities issuable upon conversion of the Notes has been takenNotes. This Each of this Agreement and the Notes constitute each Note constitutes a valid and binding obligation of the Company, Company enforceable in accordance with their respective its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ ' rights generally and to general equitable principles. All consents, approvals and authorizations of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party, required in connection with the execution, delivery and performance of this Agreement and the Notes and the consummation of the transactions contemplated hereby and thereby have been obtained; provided, however, that with respect to any required filings under Regulation D or any other federal or state securities filings, the Company will make such filings within fifteen business days after the Execution Date.

Due Authorization; Consents. All corporate action on the part --------------------------- of the Company Company, its officers, directors and shareholders necessary for (a) the authorization, execution and delivery of, and the performance of all obligations of the Company under Transaction Documentsunder, (b) this Agreement and the Cooperation Agreement, the authorization, issuance, execution issuance and delivery of the Notes by the Company Warrant, and (c) the authorization, issuance, reservation for issuance and delivery by the Company of all of the equity securities issuable upon conversion of the Notes Warrant Stock, has been takentaken or will be taken prior to the Closing. This Each of this Agreement and the Notes constitute Cooperation Agreement is a valid and binding obligation of the Company, Company enforceable in accordance with their respective its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ ' rights generally and to general equitable principles. All consents, approvals and authorizations of, and registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party, required in connection with the execution, delivery and performance of this Agreement and the Notes Cooperation Agreement and the consummation of the transactions contemplated hereby and thereby shall have been obtained; provided, however, that with respect obtained prior to any required filings under Regulation D or any other federal or state securities filings, and be effective as of the Company will make such filings within fifteen business days after the Execution DateClosing.