Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Shares and Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) the Shares and Warrants will be duly and validly issued, and the Shares will be fully paid and nonassessable; in each case, 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, the Shares and Warrants will be issued, 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 Warrants, 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 at the time of exercise, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.

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

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