Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Preferred Shares are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.

Due Authorization; Valid Issuance. The Preferred Shares 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 Certificate Company and (ii) assuming the accuracy of Designation each Investor's representations in this Agreement, will be issued, sold and the terms hereof or 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 NotesDebentures, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement, of the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany.

Due Authorization; Valid Issuance. The Preferred Shares are Debenture is duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, Company and (ii) assuming the accuracy of each Investor’s representations the Purchaser's representation in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this AgreementSection 2.2, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are is duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrantshereof, as the case may be, (i) will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, and (ii) assuming the accuracy of such Investor’s representations the Purchaser's representation in this AgreementSection 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 Debenture, 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 Warrant, 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 Preferred Shares Debentures are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Noteshereof, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (ii) 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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designationlaws. The Notes, the Warrants, the Conversion Shares and the Warrant Shares Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may behereof, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Conversion Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement or of the VeriChip Warrants, as the case may beDebentures, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company andCompany. The Warrant Shares issuable under the Series A Warrants are duly authorized and reserved for issuance. All Warrant Shares, assuming when issued in accordance with the accuracy terms of such Investor’s representations the Warrants (subject, in this Agreementthe case of the Series B Warrants, to Shareholder Approval), will be duly and validly issued, sold fully paid and delivered in compliance with all applicable Federal nonassessable, free and state securities lawsclear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The shares of Preferred Shares Stock ----------------------------------- are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreementhereof, the Warrants, or the Certificate of Designation, as the case may be, (i) will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, and (ii) assuming the accuracy of such 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 VeriChip Warrants and the VeriChip Warrant Conversion Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement or of the VeriChip Warrants, as the case may beCertificate of Designation, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company Company. The Warrant Shares are duly authorized and reserved for issuance and, assuming when issued in accordance with the accuracy terms of such Investor’s representations in this Agreementthe Warrants, will be duly and validly issued, sold fully paid and delivered in compliance with all applicable Federal nonassessable, free and state securities lawsclear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Preferred Shares Debentures are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, 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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designationlaws. The Notes, the Warrants, the Conversion Shares and the Warrant Shares Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreementhereof, the Warrants, or the Certificate of Designation, as the case may be, (i) will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, and (ii) assuming the accuracy of such each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Conversion Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement or of the VeriChip Warrants, as the case may beDebentures, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company Company. The Warrant Shares are duly authorized and reserved for issuance and, assuming when issued in accordance with the accuracy terms of such Investor’s representations in this Agreementthe Warrants, will be duly and validly issued, sold fully paid and delivered in compliance with all applicable Federal nonassessable, free and state securities lawsclear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Preferred Shares Notes are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, and (ii) assuming the accuracy of such the Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may behereof, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such the Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal 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 Notes, 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 Preferred Shares Debentures are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, 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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s Purchaser's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrantshereof, as the case may be, (i) will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, and (ii) assuming the accuracy of such Investor’s each Purchaser'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 Preferred Shares Notes are duly authorized and, when issued, sold and delivered in accordance with the terms of the Certificate of Designation and the terms hereof or the terms of the Notes, as the case may behereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, 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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designationlaws. The Notes, the Warrants, the Conversion Shares and the Warrant Shares Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may behereof, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Conversion Shares are are, subject to obtaining Stockholder Approval, duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement or of the VeriChip Warrants, as the case may beNotes, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company Company. The Warrant Shares are, subject to obtaining Stockholder Approval, duly authorized and reserved for issuance and, assuming when issued in accordance with the accuracy terms of such Investor’s representations in this Agreementthe Warrants, will be duly and validly issued, sold fully paid and delivered in compliance with all applicable Federal nonassessable, free and state securities lawsclear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Preferred Purchased Shares are duly authorized authorized, validly issued, fully paid and nonassessable and, when issued, sold and delivered in accordance with the terms hereof, (i) the Purchaser will acquire good and marketable title to the Purchased Shares, free and clear of any Liens and (ii) assuming the accuracy of the Certificate of Designation Purchaser’s representations in this Agreement, the Purchased Shares will be sold and delivered in compliance with all applicable Federal and state securities laws. The Warrant is duly authorized and validly issued and, when sold and delivered in accordance with the terms hereof or hereof, (i) the Purchaser will acquire good and marketable title to the Warrant, free and clear of any Liens and (ii) assuming the accuracy 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 NotesWarrant, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement, the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsLiens.

Due Authorization; Valid Issuance. The Preferred Shares Debentures are 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 Certificate Company and (ii) assuming the accuracy of Designation each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof 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 NotesDebentures, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement, of the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany.

Due Authorization; Valid Issuance. The Preferred Shares Debentures are 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 Certificate Company and (ii) assuming the accuracy of Designation each Investor's representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The 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 terms hereof or Interest Stock Option Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the NotesDebentures, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement, of the Warrants, or the Certificate of Designation, as the case may be, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and, when issued, sold and delivered in accordance with the terms this Agreement or the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany.

Due Authorization; Valid Issuance. The Preferred Shares Debentures 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 Certificate of Designation Company. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof or the terms of the Noteshereof, as the case may be, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company, (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 and (iii) will be entitled to all rights, preferences and privileges described in the Certificate of Designation. The Notes, the Warrants, the Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement, of the Warrants, or the Certificate of Designation, as the case may beDebentures, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of such Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany. The VeriChip Warrants and the VeriChip Warrant Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms this Agreement or of the VeriChip Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessablenonassessable, free and clear of any Liens imposed by or through the Company and, assuming Company. Assuming the accuracy of such 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.