Issuance and Delivery of the Securities. The Securities have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Underlying Shares have been duly authorized and, upon exercise of the Warrants in accordance with their terms, including payment of the exercise price therefore, will be validly issued, fully paid and nonassessable. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
Issuance and Delivery of the Securities. The Shares have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Pre-Funded Warrants have been duly authorized by the Company and when executed and delivered by the Company will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The issuance and delivery of the Shares or Pre-Funded Warrants is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any other Person or any liens, encumbrances or restrictions, other than encumbrances under applicable securities laws. The Warrant Shares have been duly authorized and reserved for issuance and, when issued and delivered upon valid exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and nonassessable, and not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any other Person or any liens, encumbrances or restrictions, other than encumbrances under applicable securities laws or the Pre-Funded Warrants. Assuming the accuracy of the representations made by the Purchasers in Section 5, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Issuance and Delivery of the Securities. The Securities, including, without limitation, the Adjustment Shares, are duly authorized and, when issued at the Closing, will be validly issued, fully paid and nonassessable and the Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and nonassessable and shall have been issued in compliance with all applicable federal and state securities laws, including, without limitation, the Securities Act. The issuance and delivery of the Securities are not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Articles, the issuance of the Securities hereunder does not require the approval of the Company's stockholders under the provisions of the Articles or Nevada law, or, any stock exchange or self-regulatory organization.
Issuance and Delivery of the Securities. The Securities are duly authorized and, when issued at the Closing, will be validly issued. The shares underlying the Warrant and which may be delivered in full or partial satisfaction of the Debenture are duly authorized and, upon exercise of the Warrant or such satisfaction the Debenture in accordance with the terms thereof, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities are not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Debenture and the Warrant as the case may be, the issuance of the Securities does not require the approval of the Company’s stockholders under the provisions of the Certificate or Nevada law, or, any stock exchange or self-regulatory organization.
Issuance and Delivery of the Securities. The Securities have been duly authorized and, when the Shares are issued, paid for and delivered in compliance with the provisions of this Agreement and the other Transaction Documents, the Shares will be validly issued, fully paid and nonassessable. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth in the Warrants). Upon exercise in accordance with the terms of the Pre-Funded Warrants, the Pre-Funded Warrant Shares, when issued, will be validly issued, fully paid and nonassessable, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon exercise in accordance with the terms of the Common Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon receipt of the Common Shares and the Warrants at the Closing, upon receipt of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants and upon receipt of the Warrant Shares upon exercise of the Common Warrants, each Purchaser will have good and marketable title to such Purchaser’s Common Shares, Pre-Funded Warrant Shares and Warrant Shares, respectively. Assuming the accuracy of the representations made by each Purchaser in Section 5 hereof, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Issuance and Delivery of the Securities. The Securities have been duly authorized and, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Underlying Shares have been duly authorized and, upon exercise of the Warrants in accordance with their terms, including payment of the exercise price therefore, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the stockholders of the Company or any liens or encumbrances. Assuming the accuracy of the representations made by each Purchaser in Section 5, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
Issuance and Delivery of the Securities. The Common Shares are duly authorized and, when issued at the Closing, will be validly issued, fully paid and nonassessable. The Warrant Shares are duly authorized and, upon exercise of the Warrants in accordance with the terms thereof will be validly issued, fully paid and nonassessable. The issuance and delivery of the Securities is not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances. When issued in compliance with the provisions of this Agreement and the Certificate, the issuance of the Securities hereunder does not require the approval of the Company’s stockholders under the provisions of the Certificate or the Delaware General Corporation Law, or, based on oral advice received from the representatives of the American Stock Exchange, the listing rules of the American Stock Exchange.
Issuance and Delivery of the Securities. The issuance and delivery of the Securities is not subject to preemptive or any other similar rights of the stockholders of the Company or any liens or encumbrances.
Issuance and Delivery of the Securities. The Purchased Shares, when issued in compliance with the provisions of this Agreement, and the shares of Common Stock issuable upon exercise of the Additional Investment Rights, when issued upon such exercise and payment of the consideration provided for therein, will be validly issued, fully paid and nonassessable and not subject to any liens or other encumbrances. The Company has duly authorized and reserved for issuance a sufficient number of its authorized but unissued shares of Common Stock for the issuance and delivery of the Purchased Shares. The issuance and delivery of the Securities are not, and the issuance and delivery of the shares of Common Stock issuable upon exercise of the Additional Investment Rights will not be, subject to preemptive or any other similar rights of the stockholders of the Company.
Issuance and Delivery of the Securities. The Company is issuing and delivering certificates representing the Securities in the name of each Purchaser in the amounts set forth next to the signature of each such Purchaser on the signature page of this Agreement. The Company is also delivering such other documents as are reasonably required in order to effectuate the consummation of the transactions contemplated hereby. All documents being delivered at Closing are in form and substance reasonably satisfactory to both parties.
