CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Conversion Shares, when issued upon conversion of the Note, and the Warrant Shares, when issued upon exercise of the Warrant, in each such case 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 unwaived preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Securities issued or to be issued to the Buyer. The Company has duly reserved 40,000,000 shares of Common Stock exclusively for issuance upon conversion of the Note and the Other Notes and exercise of the Warrant and the Other Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Note, the Other Notes and the Warrant, so long as the Note, the Other Notes or the Warrant are outstanding. The Common Stock is listed for trading on the AMEX and, except as described on Schedule 4(c), (1) the Company and the Common Stock meet the criteria for continued listing and trading on the AMEX; (2) the Company has not been notified since December 31, 2004 by the AMEX of any failure or potential failure to meet the criteria for continued listing and trading on the AMEX and (3) no suspension of trading in the Common Stock is in effect. Except as described on Schedule 4(c), the Company knows of no reason that the Shares will not be eligible for listing on the AMEX. The Company acknowledges that the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document; provided, however, that in order to make any sale, transfer or assignment of Securities in connection with a foreclosure or realization on such pledge, the Buyer or its pledgee shall make such disposition in accordance with, or pursuant to a registration statement or an exemption under, the 1933 Act.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares and the Additional Shares have been duly authorized and, when the Shares are issued upon conversion of the Convertible Note, or the Additional Shares are issued in accordance with the terms of this Agreement, as the case may be, such shares 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. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or the Convertible Note. The Shares have been duly reserved by the Company for issuance upon conversion of the Convertible Note, and shall remain so reserved as long as the Convertible Note may be converted. The Additional Shares have been duly reserved by the Company for issuance pursuant to the terms of this Agreement, and shall remain so reserved as long as such Additional Shares may be required to be issued in connection with this Agreement. The Common Stock is listed for trading on the NASDAQ National Market System and (1) the Company and the Common Stock meet the criteria for continued listing and trading on NASDAQ; (2) the Company has not been notified by the National Association of Securities Dealers, Inc. (the "NASD") of any failure or potential failure to meet the criteria for continued listing and trading on NASDAQ National Market and (3) no suspension of trading in the Common Stock is in effect.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly and validly authorized and issued.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Conversion Shares, when issued upon conversion of the Preferred Shares, and the Warrant Shares, when issued upon exercise of the Warrant, in each such case 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. Other than the rights of Buyer, there are no preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Shares or the Warrant. The Company has duly reserved 833,334 shares of Common Stock for issuance upon conversion of the Preferred Shares and upon exercise of the Warrant, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Certificate of Designations and the Warrant, so long as the Preferred Shares or the Warrant are outstanding. The Common Stock is traded on the OTCBB. The Company knows of no reason that the Common Shares will be ineligible for quotation on the OTCBB.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized. The Initial Preferred Shares, when issued and paid for in accordance with this Agreement, the Additional Preferred Shares, when issued in accordance with the Registration Rights Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares, in payment of dividends on the Preferred Shares or upon exercise of the Warrant, 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 criteria for continued listing and trading on Nasdaq; (2) except as listed on Schedule 3(c), the Company has not been notified since January 1, 1995 by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq.
CONCERNING THE SHARES AND THE COMMON STOCK. 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, 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 Company has duly reserved 5,500,000 shares of Common Stock for conversion of the shares of Preferred Stock, and such shares shall remain so reserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Certificate of Designations, so long as the Preferred Stock is convertible. The Common Stock is listed for trading on Nasdaq and (1) the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since January 1, 1996 by the NASD or the Nasdaq Stock Market of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized. The Preferred Shares, when issued and paid for in accordance with this Agreement, the Dividend Shares, when issued as dividends on the outstanding shares of Preferred Stock, and the Common Shares, when issued upon conversion of the Preferred Shares or the Dividend Shares or 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 stockholder of the Company or any other person to acquire any of the Shares. The Company has duly reserved 1,576,000 shares of Common Stock for conversion of the shares of Preferred Stock and exercise of the Warrants, and such shares shall remain so reserved (subject to reduction from time to time for shares of Common Stock issued upon conversion of shares of Preferred Stock or redemption or other permitted retirement of shares of Preferred Stock), and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Articles of Amendment, as long as the Preferred Stock is convertible, and pursuant to the Warrants, as long as the Warrants are exercisable. The Common Stock is listed for trading on the Nasdaq National Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since January 1, 1996 by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Common Shares will not be eligible for listing on Nasdaq.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized and the Conversion Shares when issued upon conversion of the Note, the Interest Shares, when issued in payment of interest on the Note, and the Warrant Shares, when issued upon exercise of the Warrants, 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. Other than the rights of Buyer, there are no preemptive or similar rights of any stockholder of the Company or any other Person to acquire any of the Shares or the Warrants. The Company has duly reserved 2,875,000 shares of Common Stock for issuance upon conversion of the Note and upon exercise of the Warrants, and such shares shall remain so reserved, and the Company shall from time to time reserve such additional shares of Common Stock as shall be required to be reserved pursuant to the Notes and the Warrants, so long as the Notes or the Warrants are outstanding. The Common Stock is traded on the Over-The-Counter Bulletin Board. The Company knows of no reason that the Shares will be ineligible for quotation on the Over-The-Counter Bulletin Board.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares have been duly authorized, and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable. 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 and (1) the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified by Nasdaq or the Nasdaq SmallCap Market of any failure or potential failure to meet the criteria for continued listing and trading thereon and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Shares will not be eligible for listing on Nasdaq.
CONCERNING THE SHARES AND THE COMMON STOCK. The Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly and validly authorized and 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 the Shares. The Common Stock is listed for trading on the AMEX and no suspension of trading in the Common Stock is in effect; and the Company has submitted a preliminary listing application relating to the Shares to the AMEX and is not aware of any reason why such listing of the Shares, subject to official notice of issuance, will not be approved by the AMEX.
