Authorization of Preferred Shares. The Preferred Shares have been duly authorized and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in the Prospectus. The shares of Common Stock that may be issued upon redemption of the Preferred Shares have been duly authorized and, when issued as contemplated by the Prospectus, will be validly issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in the Prospectus.
Authorization of Preferred Shares. The issuance, sale and delivery of the Preferred Shares has been duly authorized by all requisite corporate action of the Corporation, except for any required approval of the Corporation's stockholders, and the Preferred Shares issued to Buyer in accordance with the terms of the Certificate of Designations, Preferences and Rights of Series B 7% Senior Convertible Preferred Stock (the "Certificate of Designations") set forth on Exhibit A hereto, when issued and delivered in accordance with the terms of this Agreement will be validly issued and outstanding, fully paid and nonassessable, free and clear of any Liens and not subject to preemptive or other similar rights of the stockholders of the Corporation.
Authorization of Preferred Shares. The issuance, sale, and delivery --------------------------------- of the Shares have been duly authorized by all requisite action of the Company, and, when issued, sold, and delivered in accordance with this Agreement, the Shares and the Common Stock deliverable upon conversion of the Shares will be validly issued and outstanding, fully paid, and non-assessable, with no personal liability attaching to the ownership thereof, and, except as may be set forth in the Stockholders Agreement, not subject to preemptive or any other similar rights of the shareholders of the Company or others.
Authorization of Preferred Shares. (a) On the Closing Date, the issuance, sale, and delivery of the Preferred Shares to be purchased pursuant to Section 1.1 will have been duly authorized by all requisite action of the Company, and, when issued, sold, delivered and paid for in accordance with this Agreement, the Preferred Shares will be validly issued and outstanding, fully paid and non- assessable, with no personal liability attaching to the ownership thereof, and not subject to preemptive or any other similar rights of the members of the Company or others.
(b) On the Closing Date, the issuance and delivery of the Common Shares to be delivered upon conversion of the Preferred Shares in accordance with the terms of the Preferred Shares will have been duly authorized by all requisite action of the Company and, when issued and delivered in accordance with the terms of the Preferred Shares, the Common Shares will be validly issued and outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and not subject to preemptive or any other similar rights of the members of the Company or others.
Authorization of Preferred Shares. The issuance, sale and delivery of the Preferred Shares have been duly authorized by all requisite corporate action of the Corporation; and the Preferred Shares have been duly authorized and duly reserved for issuance pursuant to this Agreement, and when issued, sold and delivered in accordance with the terms of this Agreement and the Certificate of Designations, the Preferred Shares will be validly issued and outstanding, fully paid and nonassessable and will not create or vest any preemptive or other similar rights, or cause any adjustment in the number of securities issuable pursuant to, or the conversion or exercise price of, any outstanding rights to purchase, acquire or subscribe to shares in the Corporation or securities convertible into shares of the Corporation by any of the beneficial holders of shares of the Corporation or any securities convertible into, or exercisable for, shares of the Corporation, and will be free and clear of all liens, pledges, charges, claims, security interests or other encumbrances of any sort ("Liens").
Authorization of Preferred Shares. 3 3.3 Authorization of Reserved Common Shares..............................3 3.4 Capitalization.......................................................4 3.5 Authority............................................................5 3.6
Authorization of Preferred Shares. (a) Prior to the First Closing, the Company authorized (i) the issuance and sale to the Investors of an aggregate of up to 2,250,000 Series A Preferred Shares having the rights and preferences set forth in the Original Certificate of Designations, and (ii) the reservation for issuance of 2,250,000 shares of Common Stock upon conversion or redemption of the Series A Preferred Shares.
(b) Prior to the Second Closing, the Company shall authorize (i) the issuance and sale to the Second Closing Investors of an aggregate of up to 1,450,000 Series B Preferred Shares having the rights and preferences set forth in the Series B Certificate of Designations, (ii) the reservation for issuance of an additional 1,450,000 shares of Common Stock upon conversion or redemption of such Series B Preferred Shares and (iii) the reservation for issuance of an additional 7,250,000 shares of Common Stock upon exercise of the Series B Warrants.
(c) Prior to the Second Closing, the Company shall authorize (i) the issuance and sale of an aggregate of up to 1,000,000 Series C Preferred Shares having the rights and preferences set forth in the Series C Certificate of Designations in connection with the exercise by the Equity Participation Investors of their rights under Section 3.5, (ii) the reservation for issuance of an additional 1,000,000 shares of Common Stock upon conversion or redemption of such Series C Preferred Shares and (iii) the reservation for issuance of an additional 5,000,000 shares of Common Stock upon exercise of the Series C Warrants.
(d) Upon delivery of its executed counterpart to this Agreement in accordance with Section 4.2(b), each of the Original Series A Investors consents to the issuance by the Company of, and waives its preemptive rights in respect of, the Series B Preferred Stock and the Series C Preferred Stock.
Authorization of Preferred Shares. The Company has duly authorized the issuance and sale of 51,508 shares of Series B Preferred.
Authorization of Preferred Shares. On the terms and subject to the conditions hereof the Corporation has authorized (a) the issuance of an aggregate of 2,000,000 shares of Convertible Preferred Stock (the "Preferred Shares") and (b) the reservation of an aggregate 8,000,000 shares of Common Stock for issuance upon conversion or exercise of the Preferred Shares (the "Reserved Common Shares").
Authorization of Preferred Shares. The Company has authorized and provided for the issuance of 35,000 shares of its preferred stock, par value $0.001 per share, to be designated as “Series B Non-Voting Participating Convertible Preferred Stock” (the “Preferred Shares”). The Preferred Shares shall have the relative rights, preferences and limitations, including the right to convert the Preferred Shares into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as set forth in the form of the Certificate of Designations attached as Exhibit A hereto (the “Certificate of Designations”).
