Common use of Issuance and Delivery of the Securities Clause in Contracts

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.