Concerning the Common Stock. There are no preemptive rights of any stockholder of the Company, as such, to acquire shares of Common Stock.
Concerning the Common Stock. There are no preemptive rights of any stockholder of the Company, as such, to acquire the Company’s Series E Preferred.
Concerning the Common Stock. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock may not be sold or transferred unless (i) such Common Stock is sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the Corporation or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such Common Stock is sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or other applicable exemption or (iv) such Common Stock is transferred to an “affiliate” (as defined in Rule 144) of the Corporation who agrees to sell or otherwise transfer the securities only in accordance with this paragraph (e) and who is an accredited investor (as defined in the Securities Act). Until such time as the shares of Common Stock issuable upon conversion of the Series A Preferred Stock have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 or other applicable exemption without any restriction as to the number of shares of Common Stock as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall bear a legend substantially in the following form, as appropriate: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” The legend set forth above shall be removed and the Corporation shall issue to the holder a new certificate there...
Concerning the Common Stock. The Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Series A Preferred Stock, and upon exercise of the Warrants, when so issued, shall be duly and validly issued, fully paid and non-assessable, and will not subject the holder thereof to personal liability by reason of being such a holder. There are no preemptive rights of any stockholder of the Company, as such, to acquire the Common Stock issuable to the Purchasers pursuant to the terms of the Series A Stock or the Warrants.
Concerning the Common Stock. The Series E Preferred Stock and the Conversion Stock, when issued, shall be duly and validly issued, fully paid and non-assessable, and will not subject the holder thereof to personal liability by reason of being such a holder.
Concerning the Common Stock. The Series B Preferred Stock and the Common Stock issuable upon conversion of the Series B Preferred Stock when issued, shall be duly and validly issued, fully paid and non-assessable, and will not subject the holder thereof to personal liability by reason of being such a holder.
Concerning the Common Stock. The Common Stock shall be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such a holder.
Concerning the Common Stock. There are no preemptive rights of any stockholder of the Company, as such, to acquire the Company's Common Stock. The shares of Common Stock issuable upon conversion of the Preferred Stock (the "Shares") will be registered for resale within sixty (60) days from the date hereof, under a currently effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act').
Concerning the Common Stock. The Common Stock purchased hereby and issuable upon exercise of the Warrants, when so issued, shall be duly and validly issued, fully paid and non-assessable, and will not subject the holder thereof to personal liability by reason of being such a holder. There are no preemptive rights of any stockholder of the Company to acquire the Common Stock issuable to the Purchaser hereunder or pursuant to the terms of the Warrants.
Concerning the Common Stock. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred, unless: (a) such shares are sold pursuant to an effective registration statement under the Act; or (b) the Maker or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule (“Rule 144”)); or (c) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Maker who agrees to sell or otherwise transfer the shares only in accordance with this Section 3.5 and who is an Accredited Investor (as defined in Rule 501(a)). Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Maker shall issue to the Holder a new certificate therefore free of any transfer legend if the Maker or its transfer agent shall have received an opinion of counsel from the Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (d) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Maker so that the sale or transfer is effected; or (e) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Maker does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.
