Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures and Warrants are each Debenture is duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investorthe Purchaser's representations representation in this AgreementSection 2.2, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Warrant is duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of the Purchaser's representation in Section 2.2, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Conversion Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the DebenturesDebenture, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the WarrantsWarrant, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures Purchased Shares are duly authorized, validly issued, fully paid and Warrants are each duly authorized nonassessable and, when issued, sold and delivered in accordance with the terms hereof, (i) the Purchaser will be duly acquire good and validly issuedmarketable title to the Purchased Shares, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's the Purchaser’s representations in this Agreement, the Purchased Shares will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Shares are Warrant is duly authorized and reserved for issuance validly issued and, when issued sold and delivered in accordance with the terms of hereof, (i) the Debentures, Purchaser will be duly acquire good and validly issued, fully paid and nonassessablemarketable title to the Warrant, free and clear of any Liens imposed by or through and (ii) assuming the Companyaccuracy of the Purchaser’s representations in this Agreement, the Warrant will be sold and delivered in compliance with all applicable Federal and state securities laws. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the WarrantsWarrant, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the CompanyLiens.

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Conversion Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's representations in this AgreementCompany. The Warrants are duly authorized and, will be when issued, sold and delivered in compliance accordance with all applicable Federal the terms hereof, will be duly and state securities lawsvalidly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Debenture Conversion Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. Assuming the accuracy of each Investor’s representations in this Agreement, the Securities will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.

Due Authorization; Valid Issuance. The Debentures and Warrants Notes are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's ’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, will be duly and validly issued, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities laws. The Conversion Shares are are, subject to obtaining Stockholder Approval, duly authorized and reserved for issuance and, when issued in accordance with the terms of the DebenturesNotes, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are are, subject to obtaining Stockholder Approval, duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's ’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Conversion Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, free and clear of any Liens imposed by or through the Company and (ii) assuming the accuracy of each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, will be duly and validly issued, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Conversion Shares, the Amortization Stock Option Shares and the Interest Stock Option Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Debentures and Warrants are each duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and (ii) and, assuming the accuracy of each Investor's ’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Shares and the Registrable Common Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures, Debentures and this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.