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

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, the Warrant Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The To the best of Company's knowledge, the sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any the Blackout Shares Shares, if any, in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued by the Company to Investor pursuant to Rule 4(2), Regulation D an exemption from registration pursuant to the Securities Act and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, and the Warrant Shares and any Blackout Shares Shares, if any, shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares or the Blackout Shares, the Warrantif any, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, Agreement or the Registration Rights Agreement, or the Warrant Agreement shall (ia) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or the Blackout Shares, the Warrant Sharesif any, any Blackout Shares or any of the assets of the Company, or (iib) entitle the holders of Outstanding Capital Shares Common Stock to preemptive or other rights to subscribe to or acquire the Capital Shares Common Stock or other securities of the Company. The Put Shares and the Blackout Shares, the Warrant Shares and any Blackout Shares if any, shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws; provided, however, that at the Put Sharesrequest of and with the express agreement of the Investor, the Shares and, under certain circumstances, the Warrant Shares Shares, will be delivered to the Investor via book entry through DTC and any Blackout Shares shall not bear legends noting restrictions as to resale of such shares under federal and state securities laws, nor shall such shares be duly and validly issued, fully paid, and nonassessablesubject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) except as previously disclosed to the Investor in writing, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws; provided, however, that at the Put request of and with the express agreement of the Investor, the Shares, and under certain circumstances the Warrant Shares will be delivered to the Investor via book entry through DTC and any Blackout will not bear legends noting restrictions as to resale of such Shares shall under federal and state securities laws, nor will such Shares be duly and validly issued, fully paid, and nonassessablesubject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the CompanyBlackout Shares, or (ii) except as previously disclosed to the Investor in writing, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, the Warrant Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws provided, however, that at the Put Sharesrequest of and with the express agreement of the Investor, the Shares and, under certain circumstances, the Warrant Shares Shares, will be delivered to the Investor via book entry through DTC and any Blackout Shares shall not be duly bear legends noting restrictions as to resale of such shares under federal and validly issuedstate securities laws, fully paid, and nonassessablenor shall such shares be subject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) except as previously disclosed on the Disclosure Schedule, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Dividend Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases basis of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, the Warrant Shares, the Dividend Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares, the Dividend Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) be subject to or result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, the Dividend Shares, any Blackout Shares or any of the assets of the Company, or (ii) be subject to or entitle the holders of Outstanding Capital Shares or preferred shares to preemptive or other rights to subscribe to or acquire the Capital Put Shares, the Warrant Shares, the Dividend Shares, any Blackout Shares or other securities of the CompanyRegistrable Securities. The Put Shares, the Warrant Shares the Dividend Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Put Shares, the Put Commitment Shares and any the Blackout Shares Shares, if any, in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued by the Company to Investor pursuant to Rule Section 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, the Warrant Commitment Shares and any the Blackout Shares Shares, if any, shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Commitment Shares or any the Blackout Shares Shares, if any, pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, Agreement or the Registration Rights Agreement, or the Warrant Agreement shall (ia) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Commitment Shares or the Blackout Shares, any Blackout Shares if any, or any of the assets of the Company, or (iib) entitle the holders of Outstanding Capital Shares Common Stock to preemptive or other rights to subscribe to or acquire the Capital Shares Common Stock or other securities of the Company. The Put Shares, the Warrant Commitment Shares and any the Blackout Shares Shares, if any, shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws provided, however, that at the Put Sharesrequest of and with the express agreement of the Investor, the Shares and, under certain circumstances, the Warrant Shares Shares, will be delivered to the Investor via book entry through DTC and any Blackout Shares shall not be duly bear legends noting restrictions as to resale of such shares under federal and validly issuedstate securities laws, fully paid, and nonassessablenor shall such shares be subject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) except as previously disclosed to the Investor in writing, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any the Blackout Shares Shares, if any, in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued by the Company to Investor pursuant to Rule 4(2), Regulation D Section 4(2),and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, and the Warrant Shares and any Blackout Shares Shares, if any, shall be duly and validly issued, fully paid, and nonassessablenon-assessable (assuming that the number of Put Shares and Blackout Shares do not exceed 10,000,000). Neither the sales of the Put Shares or the Blackout Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant toif any, nor the Company's performance of its obligations underunder this Agreement pursuant to the foregoing assumption, this Agreement, or the Registration Rights Agreement, or the Warrant Agreement shall (ia) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or the Blackout Shares, the Warrant Sharesif any, any Blackout Shares or any of the assets of the Company, or (iib) entitle the holders of Outstanding Capital Shares Common Stock to preemptive or other rights to subscribe to or acquire the Capital Shares Common Stock or other securities of the Company. The Put Shares and the Blackout Shares, the Warrant Shares and any Blackout Shares if any, shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws provided, however, that at the Put Sharesrequest of and with the express agreement of the Investor, the Shares and, under certain circumstances, the Warrant Shares Shares, will be delivered to the Investor via book entry through DTC and any Blackout Shares shall not be duly bear legends noting restrictions as to resale of such shares under federal and validly issuedstate securities laws, fully paid, and nonassessablenor shall such shares be subject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) except as previously disclosed to the Investor in writing, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability to the Company, its officers, directors, employees or stockholders by reason of the its ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state lawsecurities laws. When issued and paid for as herein provided, the Put Shares, the Warrant Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The Subject to, and in reliance on the representations, warranties and covenants made herein by the Investor, the issuance and sale and issuance of the Shares, the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule Section 4(2), Regulation D and/or any other applicable federal and state law. When issued and paid for as herein securities laws; provided, however, that at the Put Sharesrequest of and with the express agreement of the Investor, the Shares and, under certain circumstances, the Warrant Shares Shares, will be delivered to the Investor via book entry through DTC and any Blackout Shares shall not bear legends noting restrictions as to resale of such shares under federal and state securities laws, nor shall such shares be duly and validly issued, fully paid, and nonassessablesubject to stop transfer instructions. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) except as previously disclosed to the Investor in writing, entitle the holders of Outstanding Capital Shares any outstanding shares of capital stock of the Company to preemptive or other rights to subscribe to or acquire the Capital Shares shares of Common Stock or other securities of the Company. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability to the Company, its officers, directors, employees or stockholders simply by reason of the Investor’s ownership thereof.

Exemption from Registration; Valid Issuances. The To the best of Company’s knowledge, the sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any the Blackout Shares Shares, if any, in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued by the Company to Investor pursuant to Rule 4(2), Regulation D and exemption from the registration requirements of the Securities Act and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, and the Warrant Shares and any Blackout Shares Shares, if any, shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares or the Blackout Shares, the Warrantif any, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement, Agreement or the Registration Rights Agreement, or the Warrant Agreement shall (ia) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares or the Blackout Shares, the Warrant Sharesif any, any Blackout Shares or any of the assets of the Company, or (iib) entitle the holders of Outstanding Capital Shares Common Stock to preemptive or other rights to subscribe to or acquire the Capital Shares Common Stock or other securities of the Company. The Put Shares and the Blackout Shares, the Warrant Shares and any Blackout Shares if any, shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrant, the Warrant Shares, the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares, the Warrant Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, or the Warrant shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrant Shares, any Blackout Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company, except as provided for in the Subordinated Notes. The Put Shares, the Warrant Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. New -------------------------------------------- Issuances. The sale and issuance of the WarrantPut Shares , the Warrant Shares, the Put Commitment Shares and any Blackout the Additional Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Rule 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put SharesShares , the Warrant Commitment Shares and any Blackout the Additional Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares, the Warrant, the Warrant Shares or any Blackout the Additional Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, Agreement or the Registration Rights Agreement, or the Warrant Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, Shares or the Warrant Shares, any Blackout Additional Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put SharesShares , the Warrant Commitment Shares and any Blackout the Additional Shares shall not subject the Investor to personal liability by reason of the ownership thereof. The Put Shares , the Commitment Shares and the Additional Shares have been duly authorized by the Company, but have not been issued (whether or not subsequently repurchased by the Company) to any Person, and when issued to the Investor in accordance with this Agreement and will not have been issued(whether or not subsequently repurchased by the Company) to any Person other than the Investor.