Authorization of Shares and Warrants. The Preferred Shares and the Warrants 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 to the description thereof contained in the Prospectus. The Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares have been duly authorized and, when issued and sold (in the case of the Warrants) as contemplated by the Prospectus and upon payment (in the case of the Warrants) therefor as provided in the Warrants and the Prospectus, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus.
Authorization of Shares and Warrants. The Company has authorized the issuance and sale to the Purchaser of the Shares and Warrants. Each share of Common Stock issued and sold to the Purchaser hereunder has the rights set forth in the Company's Certificate of Incorporation and each Warrant has the terms and rights set forth in the Warrant Agreement.
Authorization of Shares and Warrants. Subject to the terms and conditions of this Agreement, the Company, as of the Closing Date (as defined in Section 3.1), will have authorized (a) the sale and issuance of 71,874,999 shares (the "SHARES") of the Company's common stock, par value $0.001 per share (the "COMMON STOCK"), and the Warrants (as defined in Section 2.1(b)) (the "OFFERING") and (b) the reservation of the shares of Common Stock into which the Warrants are exercisable (the "WARRANT SHARES").
Authorization of Shares and Warrants. On or prior to the First Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to Purchasers of the Shares and the Warrants, (b) the issuance of shares of Common Stock to be issued pursuant to the exercise of the Warrants (the "Warrant Shares") and (c) the issuance of such shares of common stock to be issued upon conversion of the Shares (the "CONVERSION SHARES") and the Warrant Shares. The Shares, the Warrant Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Third Amended and Restated Certificate of Incorporation of the Company in the form attached hereto as EXHIBIT C (the "RESTATED CERTIFICATE"). The warrants shall be in the form and have the rights set forth in the form of Warrant attached hereto as EXHIBIT B.
Authorization of Shares and Warrants. The board of directors of the Company has authorized (i) the sale of up to 80 Units, with each Unit consisting of (a) 333,333 shares of Common Stock and (b) a Warrant to purchase 166,666 shares of Common Stock at an exercise price of $0.50 per share for a period of 5 years following the final Closing of the Offering, (ii) the issuance of up to 26,666,640 shares of Common Stock included as part of the authorized Units hereunder, (iii) the issuance of Warrants for the purchase of up to 13,333,280 shares of Common Stock, and (iv) the reservation of 13,333,280 shares of the Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares”).
Authorization of Shares and Warrants. The issuance, sale and ------------------------------------ delivery hereunder by the Corporation of the Shares and the Warrants have been duly authorized by all requisite corporate action, and when so issued, sold and delivered, the Shares will be fully paid and nonassessable and the Shares and the Warrants will be validly issued and outstanding and not subject to preemptive or any other similar rights of the stockholders of the Corporation or others.
Authorization of Shares and Warrants. The Company has authorized the issuance of the Shares and has reserved the Shares for issuance. The Company has authorized the issuance of the Warrants and has reserved 225,000 shares of Common Stock for issuance upon the exercise of the Warrants.
Authorization of Shares and Warrants. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized (a) the sale and issuance to the Purchasers of the Shares, (b) the sale and issuance to the Purchasers of the Warrants, and (c) the issuance of such shares of Common Stock to be issued upon conversion of the Shares and exercise of the Warrants (together, the "Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Eighth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit C (the "Certificate of Incorporation").
Authorization of Shares and Warrants. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized the sale and issuance to the Purchasers of shares of its Series C Preferred Stock (the "Shares") having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company attached hereto as Exhibit B and its warrants to purchase shares of its Series C Preferred Stock (the "Warrants").
Authorization of Shares and Warrants. The Shares, upon issuance in accordance with the terms hereof, shall be (i) duly authorized, validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof (except for any liens arising under applicable securities Laws or as a result of or through URI), with the holders being entitled to all rights accorded to a holder of Purchaser’s common stock. The Warrants, when executed and delivered by Purchaser, will duly authorized and valid and binding agreements of Purchaser, enforceable against Purchaser in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. When the Warrants have been executed and delivered by Purchaser, the shares underlying the Warrants will have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the exercise requirements. The shares underlying the Warrants, when issued and delivered upon exercise of the Warrants in accordance therewith, shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof (except for any liens arising under applicable securities Laws or as a result of or through URI), with the holders being entitled to all rights accorded to a holder of Purchaser’s common stock.”
