Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants and the Agent's Warrants (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the Notes and exercise of all or any of the Warrants and Agent's Warrants and when so issued, sold, paid for and delivered, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Company or others which rights shall not have been waived prior to the Initial Closing.
Authorization of Reserved Shares. The issuance, sale and delivery by -------------------------------- the Corporation of the Reserved Shares have been duly authorized by all requisite corporate action of the Corporation, and the Reserved Shares have been duly reserved for issuance upon conversion of the Shares, and when so issued, sold and delivered upon conversion of the Shares, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.
Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the shares of Common Stock reserved for issuance upon exercise of the Agent’s Warrants (the “Reserved Shares”) have been duly authorized by all requisite corporate action of the Company. The Reserved Shares have been duly reserved for issuance upon exercise of the Agent’s Warrants and when so issued, sold, paid for and delivered, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the shareholders of the Company or others which rights shall not have been waived prior to the Closing.
Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the Reserved Shares have been duly authorized by all requisite corporate action of the Company, and the Reserved Shares have been duly reserved for issuance upon exercise of all or any of the Securities and the Sands Warrants and when so issued, sold and delivered, the Reserved Shares will be validly issued and outstanding, duly executed, issued and delivered, fully paid and nonassessable, free and clear of all liens, charges, claims, encumbrances, restrictions or preemptive or any other similar rights and the Company shall have paid all taxes, if any, in respect of the issuance thereof and the Reserved Shares will not be subject to any preemptive or any other similar rights of the shareholders of the Company or others which rights shall not have been waived prior to the time of acceptance by the Company of the first Subscriber's Subscription Agreement.
Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the shares of Preferred Stock issuable upon conversion of the Notes and the shares of Common Stock issuable upon conversion or exercise of the Notes, the Warrants, the Preferred Stock, the Agents' Options and the Loan Warrants (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company, and the Reserved Shares have been duly reserved for issuance upon exercise of all or any of the Warrants, the Agent's Options and the Loan Warrants and conversion of all or any of the Notes and Preferred Stock and when so issued, sold, paid for and delivered for the consideration set forth in the Offering Documents, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Company or others which rights shall not have been waived prior to the Initial Bridge Closing.
Authorization of Reserved Shares. Except as set forth in or contemplated by Schedule 2(p) to this Agreement, the issuance, sale and delivery by the Company of the shares of Common Stock issuable upon exercise of the Warrants and the Agent's Warrants and conversion of the Preferred Shares (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company, and the Reserved Shares have been duly reserved for issuance upon exercise of all or any of the Warrants and Agent's Warrants and conversion of all or any of the Preferred Shares and when so issued, sold, paid for and delivered for the consideration set forth in the Offering Documents, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of the Company or others which rights shall not have been waived prior to the Initial Closing.
Authorization of Reserved Shares. The issuance, sale and delivery by MDI of the Reserved Shares have been duly authorized by all requisite corporate action of MDI, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the shares of MDI Series B Preferred Stock or upon exercise of the Warrant, and when so issued and delivered upon conversion of any of the MDI Series B Preferred Stock or upon exercise of the Warrant, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive or any other similar rights of the stockholders of MDI or others.
Authorization of Reserved Shares. On the date hereof, the issuance, sale and delivery by Antex of the Common Stock issuable upon the exercise of the Amended and Restated Warrant (the "Reserved Shares") have been duly authorized by all requisite corporate action of Antex and have been duly reserved for issuance, and when so issued, sold, paid for and delivered in accordance with the terms of the Amended and Restated Warrant, the Reserved Shares will be validly issued, fully paid and nonassessable, and not subject to any preemptive rights of any stockholder of Antex.
Authorization of Reserved Shares. The issuance, sale and delivery by the Company of the shares of Common Stock reserved for issuance upon exercise of the Investor Warrants and Financing Warrants (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company. The Reserved Shares have been duly reserved for issuance upon exercise of the Investor Warrants and Agent's Warrants and when so issued, sold, paid for and delivered, the Reserved Shares will be validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or any other similar rights of the shareholders of the Company or others which rights shall not have been waived prior to the Closing. Exemption from Registration. Assuming (i) the accuracy of the information provided by the respective Subscribers in the Subscription Documents and the other Offering Documents and (ii) that Europa has complied in all material respects with the provisions of Rule 502(c) of Regulation D promulgated under the Securities Act, the offer and sale of the Securities pursuant to the terms of this Agreement are exempt from the registration requirements of the Securities Act and the rules and regulations promulgated there under (the "Regulations"). The Company is not disqualified from the exemption under Regulation D by virtue of the disqualifications contained in Rule 505(b) (2)(iii) or Rule 507 promulgated hereunder.
Authorization of Reserved Shares. Except as set forth in or contemplated by Schedule 2(n), the issuance, sale and delivery by the Company of the shares of Common Stock issuable upon conversion of the E Preferred Shares and exercise of the Agency Warrants (the "Reserved Shares") have been duly authorized by all requisite corporate action of the Company, and the Reserved Shares have been duly reserved for issuance upon conversion of all or any of the E Preferred Shares and exercise of the Agency Warrants. When so issued, sold, paid for and delivered for the consideration set forth in the Offering Documents, the Reserved Shares will be validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights under Delaware law or any other similar rights of the stockholders of the Company or others.
