AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS Clause Samples

AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS. The Company has authorized in accordance with the Plan: (a) the issuance of a warrant certificate substantially in the form of ANNEX 1 to this Agreement ("Warrant Certificate" or "Warrant Certificates") evidencing warrants to purchase Stock Units representing shares of Stock (such Warrant Certificate(s), Warrant Certificates issued upon transfer, partial exercise, division or combination of, or in substitution or replacement for any Warrant Certificate or the rights to purchase Stock evidenced by each of the foregoing, is, as the context requires, sometimes referred to herein as a "Warrant" or "Warrants"); and (b) the issuance of such number of shares of Stock as shall permit the compliance by the Company with its obligations to issue Stock pursuant to the Warrants. In addition, the Warrant Certificates may have such letters, numbers or other marks of identification or designation and such legends, summaries, or endorsements stamped, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as, in any particular case, may be required to comply with any law or with any rule or regulation of any regulatory authority or agency, or to conform to customary usage, provided, however, that no such change shall be made which affects the duties or obligations of the Company without the consent of the Company.

AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS. The Shares and Warrants have been duly authorized by the Seller for issuance and sale to the Purchaser pursuant to this Agreement and when issued and delivered by the Seller pursuant to this Agreement against payment of the consideration therefor, will be validly issued, fully paid and non-assessable and will not be subject to preemptive or other similar rights of any securityholder of the Seller.

AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS. The Company has authorized: (a) the issue of one or more warrant certificates covering the purchase of shares of Common Stock in the form of the Warrant certificate issued to TCW at the Closing in the form set forth as Annex 1 to this Agreement (herein, together with the rights to purchase Common Stock provided thereby, sometimes called, individually, a "Warrant" and, collectively, the "Warrants") pursuant to this Agreement and (b) the issue of such number of shares of Common Stock as will permit the compliance by the Company with its obligations to issue Common Stock pursuant to the Warrants.

AUTHORIZATION AND ISSUANCE OF SHARES AND WARRANTS. The Issuer has authorized the issuance of (a) the Warrants to the Investors pursuant to this Agreement, and (b) such number of shares of Common Stock as shall be necessary to permit the Issuer to comply with its obligations to issue Common Stock pursuant to the Warrants.