Issuance and Reservation of Securities. The Exchange Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon. The Company will, and at all times, reserve from its duly authorized capital stock for issuance upon conversion pursuant to the Exchange Note at least such amount of shares of Common Stock as is equal to no less than three times the amount of Underlying Shares into which the Exchange Note is convertible (without regard to any limitations on ownership or conversion set forth therein).
Issuance and Reservation of Securities. The Preferred Shares are duly authorized.
Issuance and Reservation of Securities. The Exchange Notes are duly authorized. Any Underlying Shares, when issued in accordance with the terms of the Notes, as amended and restated hereby, and the Exchange Notes, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances or restrictions. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion of the Notes, as amended and restated hereby, and the Exchange Notes, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Notes and the Exchange Notes are fully convertible, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Issuance and Reservation of Securities. The Exchange Notes, Warrants and Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Notes and Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon (except that Underlying Shares issued pursuant to a cash exercise of the Warrants shall not be freely tradable upon issuance and shall be subject to restrictive legends thereon). The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion and exercise pursuant to the Exchange Notes and Warrants, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Exchange Notes and Warrants are fully convertible and exercisable, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Issuance and Reservation of Securities. Except to the extent of the occurrence of any Revoked Shares pursuant to Section 6 below (which exception shall terminate on October 1, 2012) (i) at least 83% of the Underlying Shares are duly authorized, and (ii) such Underlying Shares (and all Underlying Shares after the earlier of the Share Increase or October 1, 2012), when issued in accordance with the terms of Notes, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and legends, eligible to be resold pursuant to Rule 144(b)(1) promulgated under the Securities Act, and, in connection with any conversion or resale are eligible to be delivered through DTC’s Deposit and Withdrawal at Custodian system. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion pursuant to the Notes, at least 83% of such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which each Holder’s and its affiliates’ Note(s) are convertible (without regard to any limitations on ownership or conversion set forth therein), except to the extent of the occurrence of any Revoked Shares pursuant to Section 6 below (which exception shall terminate on October 1, 2012). Immediately prior to the date hereof and without giving effect to the transactions contemplated by this Agreement, the authorized Common Stock of the Company consists of 250,000,000 shares of Common Stock, of which 96,278,253 shares are issued and outstanding, 83,398,742 shares are reserved for issuance upon exercise of outstanding warrants and options, 13,364,000 shares are reserved for issuance upon conversion of outstanding shares of Series D preferred stock, and 48,000,000 shares are reserved for issuance upon conversion of authorized shares of Series E preferred stock. Without limiting the foregoing, excluding the Waived Shares (as defined in Section 6 below), the Company has reserved for issuance 3,706,485 shares of Common Stock for conversion of Notes held by Context and/or its affiliates, 3,704,393 shares of Common Stock for conversion of Notes held by Deerfield and/or its affiliates, and 1,548,127 shares of Common Stock for conversion of Notes held by Akanthos and/or its affiliates
Issuance and Reservation of Securities. The Exchange Note is duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon. The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion and exercise pursuant to the Exchange Note, at least such amount of shares of Common Stock as is equal to the amount of Underlying Shares into which the Exchange Note are fully convertible and exercisable, respectively (without regard to any limitations on ownership or conversion or exercise set forth therein).
Issuance and Reservation of Securities. The Exchange Note and the Underlying Shares are duly authorized. Any Underlying Shares, when issued in accordance with the terms of Exchange Note, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, freely tradable and without any legends thereon.
Issuance and Reservation of Securities. (i) All of the Conversion Shares and all of the shares of Common Stock into which the Warrants are exercisable (“Underlying Shares”) are duly authorized, and (ii) such Conversion Shares and Underlying Shares, when issued in accordance with the terms of Exchange Notes and/or Warrants will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and legends, eligible to be resold pursuant to Rule 144(b)(1) promulgated under the Securities Act (with respect to the Warrants, only in the event of a cashless exercise), and, in connection with any conversion, exercise (with respect to the Warrants, only in the event of a cashless exercise) or resale are eligible to be delivered through DTC’s Deposit and Withdrawal at Custodian system (“DWAC”). The Company has reserved, and shall at all times hereafter reserve, from its duly authorized capital stock for issuance upon conversion pursuant to the Exchange Notes and exercise of the Warrants, at least 100% of such amount of shares of Common Stock as is equal to the amount of Conversion Shares and Underlying Shares into which each Holder’s and its affiliates’ Exchange Note(s) and Warrants are convertible and exercisable (without regard to any limitations on ownership or conversion set forth therein). Immediately prior to the date hereof and without giving effect to the transactions contemplated by this Agreement, the authorized Common Stock of the Company consists of 1,100,000,000 shares of Common Stock, of which less than 100,000,000 shares are issued and outstanding.
