Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Shares 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 non-assessable, and (ii) based in part upon the representations of each Purchaser in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.

Due Authorization; Valid Issuance. The Incentive Shares are duly authorized and, when issued, sold issued and delivered in accordance with the terms hereof, (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 (ii) based in part upon assuming the accuracy of Satellite’s representations of each Purchaser in this Agreement, will be issued, sold issued and delivered in compliance with all applicable Federal and state securities laws.

Due Authorization; Valid Issuance. The Purchased Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms hereofof this Agreement, (i) will be duly and validly issued, fully paid and non-assessable, free and (ii) based clear of any Liens imposed by or through the Company other than restrictions on transfer provided for in part upon the representations of each Purchaser in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsTransaction Documents.

Due Authorization; Valid Issuance. The Shares are duly authorized and reserved for issuance and, when issued, sold and delivered issued in accordance with the terms hereofof this Agreement, (i) will be duly and validly issued, fully paid and non-assessablenonassessable, free and (ii) based clear of any Liens imposed by or through the Company other than restrictions on transfer provided for in part upon the representations of each Purchaser in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsTransaction Documents.

Due Authorization; Valid Issuance. The Shares are duly authorized and, when issued, sold and delivered in accordance compliance with the terms hereofof this Agreement, (i) will shall be duly and validly issued, fully paid free and non-assessable, and (ii) based in part upon clear of any liens imposed by or through the representations Company. Assuming the accuracy of each Purchaser in Investor’s representations contained herein, the issuance and sale of the Shares under this Agreement, will Agreement shall be issued, sold and delivered effected in compliance with all applicable Federal federal and state securities laws.