Common use of Exemption from Registration; Valid Issuances Clause in Contracts

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' representations in Article III, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor’s representations in Article III, the Company’s sale of the SharesNotes and its issuance of the Shares and Warrants under this Agreement does not, and the Warrants and Company’s issuance of the Warrant Shares on the exercise of the Warrants will not not, require registration under the Securities Act and/or any applicable state securities law, except as provided for in the Registration Rights Agreement. When issued and paid for in accordance with the terms of the Agreement and the Warrants, the Shares and the Warrant Shares Shares, as the case may be, will be duly and validly issued, fully fully-paid, and non-assessablenonassessable. Neither the sales of the Shares, the Warrants or the Warrant Shares Securities pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants Transaction Documents will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon any of the Shares, the Warrants or the Warrant Shares Securities or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, None of the Warrants and the Warrant Shares shall not Securities will subject the Investors Investor to personal liability to the Company or its creditors by reason of the Investor’s possession thereof.

Exemption from Registration; Valid Issuances. Subject to the -------------------------------------------- accuracy of the Investors' representations in Article III, the sale of the Shares, Shares and the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales sale of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The SharesOther than in reliance upon the Investors' representations in Article III, the Warrants Company has taken no action, and will take no action, which could cause the Securities sold pursuant to this Agreement to be integrated with any other securities issuance so as to cause the unavailability of the exemption from registration being relied on by the Company and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereofhereunder.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor’s representations in Article III2, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities lawlaw (other than any SEC, Principal Market or state securities filings that may be required to be made by the Company subsequent to closing and any registration statement that may be filed pursuant hereto). When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's ’s performance of its obligations under, under this Agreement, the Registration Rights Agreement, the Escrow Agreement or and the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares outstanding capital shares to preemptive or other rights to subscribe for or acquire the Capital Shares capital shares or other securities of the Company. The Shares, None of the Warrants and the Warrant Shares securities shall not subject the Investors Investor to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' representations in Article III, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor's representations in Article IIIIV, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-non assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' representations in Article III, the sale of the Shares, the Warrants Convertible Debentures and the Warrant Conversion Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for validly converted in accordance with the Warrantsterms of the Convertible Debentures, the Warrant Conversion Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants Convertible Debentures or the Warrant Conversion Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants Convertible Debentures will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants Convertible Debentures or the Warrant Conversion Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Convertible Debentures and the Conversion Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' representations in Article III, the sale of the SharesCommon Stock, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the SharesCommon Stock, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the SharesCommon Stock, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The SharesCommon Stock, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor's representations in Article III2, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities lawlaw (other than any SEC, Principal Market or state securities filings that may be required to be made by the Company subsequent to closing and any registration statement that may be filed pursuant hereto). When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, under this Agreement, the Registration Rights Agreement, the Escrow Agreement or and the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares outstanding capital shares to preemptive or other rights to subscribe for or acquire the Capital Shares capital shares or other securities of the Company. The Shares, None of the Warrants and the Warrant Shares securities shall not subject the Investors Investor to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' representations in Article III, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-non assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' ’ representations in Article III, the sale of the Initial Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither Except as set forth on Schedule 3.10, neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor's representations in Article III, the sale of the Shares, the Warrants Convertible Debenture and the Warrant Conversion Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the WarrantsConvertible Debenture, the Warrant Conversion Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants Convertible Debenture or the Warrant Conversion Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement Agreement, or the Warrants Convertible Debenture will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the SharesConvertible Debenture, the Warrants or the Warrant Conversion Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for to or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants Convertible Debenture and the Warrant Conversion Shares shall not subject the Investors Investor to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor’s representations in Article III2, the sale of the Shares, Shares and the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities lawlaw (other than any SEC, Principal Market or state securities filings that may be required to be made by the Company subsequent to closing and any registration statement that may be filed pursuant hereto). When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, Shares and the Warrants or the Warrant Shares pursuant to, nor the Company's ’s performance of its obligations under, under this Agreement, the Registration Rights Agreement, the Escrow Agreement or and the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares orShares, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares outstanding capital shares to preemptive or other rights to subscribe for or acquire the Capital Shares capital shares or other securities of the Company. The Shares, None of the Warrants and the Warrant Shares securities shall not subject the Investors Investor to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor's representations in Article III, the sale of the Shares, the Warrants Convertible Debenture and the Warrant Conversion Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the WarrantsConvertible Debenture, the Warrant Conversion Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants Convertible Debenture or the Warrant Conversion Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants Convertible Debenture will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants Convertible Debenture or the Warrant Conversion Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for to or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants Convertible Debenture and the Warrant Conversion Shares shall not subject the Investors Investor to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of each of the Investors' Critical Owner's representations in Article IIIIII hereof, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors Critical Owners to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor's representations in Article III, the sale of the Shares, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-non assessable. Neither the sales of the Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the -------------------------------------------- accuracy of the Investors' representations in Article III, the sale of the SharesCommon Stock, the Warrants and the Warrant Shares will not require registration under the Securities Act and/or any applicable state securities law. When issued and paid for in accordance with the Warrants, the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the SharesCommon Stock, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the SharesCommon Stock, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders theholders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The SharesCommon Stock, the Warrants and the Warrant Shares shall not subject the Investors to personal liability to the Company or its creditors by reason of the possession thereof.

Exemption from Registration; Valid Issuances. Subject to the accuracy of the Investors' Investor’s representations in Article III, the Company’s sale of the SharesNotes and its issuance of the Shares and Warrants under this Agreement does not, and the Warrants and Company’s issuance of the Warrant Shares on the exercise of the Warrants will not not, require registration under the Securities Act and/or any applicable state securities law, except as provided for in the Registration Rights Agreement. When issued and paid for in accordance with the Warrants, terms of the Warrants and the Warrant Shares Shares, as the case may be, will be duly and validly issued, fully fully-paid, and non-assessablenonassessable. Neither the sales of the Shares, the Warrants or the Warrant Shares Securities pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants Transaction Documents will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon any of the Shares, the Warrants or the Warrant Shares Securities or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Shares, None of the Warrants and the Warrant Shares shall not Securities will subject the Investors Investor to personal liability to the Company or its creditors by reason of the Investor’s possession thereof.