Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- emptive rights of any shareholder of Seller.
Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).
Concerning the Securities. The issuance, sale and delivery of the Shares have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally.
Concerning the Securities. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or in payment of dividends thereon, as the case may be, will 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 holder. There are no preemptive or similar rights of any stockholder of the Company or any other person to acquire any of the Shares. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since September 25, 1995, by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (3) no suspension of trading in the Common Stock is in effect; and (4) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq; except as set forth in Section 3(c) of the Disclosure Letter.
Concerning the Securities. The Issuer may, subject to the Conditions, from time to time with the approval of the Trustee and the Registrar promulgate regulations concerning the carrying out of transactions relating to the Securities and the forms and evidence to be provided (the “Regulations”). All such transactions shall be made subject to the Regulations. The initial Regulations are set out in Schedule 1.
Concerning the Securities. There are no preemptive rights of any stockholder of the Company to acquire the Securities which have not been waived.
Concerning the Securities. The issuance, sale and delivery of the Securities and the shares of Common Stock issuable upon the conversion or exercise thereof are within the Company's corporate powers and have been duly authorized by all required corporate action on the part of the Company and its stockholders and when such securities are issued, sold and delivered in accordance with the terms hereof and the Securities for the consideration expressed herein and in the Securities, such securities will be duly and validly issued, fully paid and nonassessable. There are no preemptive rights of any shareholders of the Company.
Concerning the Securities. 4.1. Each certificate representing any of the Securities may, in the sole discretion of the Company, be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (“THE SECURITIES ACT”) OR ANY U.S. STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED OR SOLD UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE LAWS OR UNLESS AN OPINION REASONABLY ACCEPTABLE TO THE COMPANY OF U.S. SECURITIES COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY HAS BEEN DELIVERED TO THE COMPANY AND STATES THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND U.S. STATE SECURITIES LAWS IS AVAILABLE. In addition, each certificate representing any of the Securities may also, in the sole discretion of the Company, be imprinted with any legend required by applicable state securities laws.
4.2. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution therefor and upon cancellation thereof, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement. If a replacement certificate or instrument is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.
Concerning the Securities. The Securities have been duly authorized and the Initial Shares, when issued and paid for in accordance with this Agreement, the Adjustment Shares, when issued, and the Warrant Shares, when issued upon exercise of the Warrants, as the case may be, will 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 holder. There are no preemptive or similar rights of any security holder of the Company or any other person to acquire any of the Common Shares. The Common Stock is listed for trading on the Nasdaq and, except as set forth in Schedule 5(c), (i) the Company and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (ii) the Company has not been notified since September 25, 1995 by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (iii) no suspension of trading in the Common Stock is in effect; and (iv) the Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq.
Concerning the Securities. The Securities have been duly authorized; the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares and upon exercise of the Warrants, as the case may be, will 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 holder. There are no preemptive rights of any stockholder of the Company, as such, to acquire any of the Common Shares. The Common Stock is listed for trading on the American Stock Exchange, Inc. (the "AMEX") and no suspension of trading in the Common Stock is in effect.
