Common use of Issuance of Conversion Shares Clause in Contracts

Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Amended and Restated Convertible Notes has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws. (b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof and in Section 3 of the Original Purchase Agreement (which are incorporated herein by reference), the offer, issue, and sale of the Original Convertible Notes (as amended by the Amended and Restated Convertible Notes) and Conversion Shares (collectively, the "Securities") were, are, and will be exempt from the registration under the Securities Act of 1933, as amended (the "Securities Act"), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.

Issuance of Conversion Shares. (a) The issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Amended and Restated Convertible Notes has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws. (b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof and in Section 3 of the Original Purchase Agreement (which are incorporated herein by reference)hereof, the offer, issue, and sale of the Original Convertible Notes (as amended by and the Amended and Restated Convertible Notes) and Conversion Shares (collectively, the "Securities") were, are, are and will be exempt from the registration under the Securities Act of 1933, as amended (the "Securities Act"), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.

Issuance of Conversion Shares. (a) The Except for the Required Stockholder Approval contemplated by Section 4.3 of this Agreement, the issuance, sale, and delivery of the Conversion Shares to the Investor upon conversion of the Amended and Restated Convertible Notes has been duly authorized by all necessary corporate action on the part of the Company and the Conversion Shares, when issued, sold, and delivered in compliance with the provisions of the Loan Documents, including, among other things, the prior receipt of the Required Stockholder Approval, will be duly and validly issued, fully paid, and nonassessable, and shall be free and clear of any Liens, or preemptive or other similar rights and will be issued in compliance with all applicable federal and securities laws. (b) Assuming the accuracy of the representations and warranties of the Investor contained in Section 3 hereof and in Section 3 of the Original Purchase Agreement (which are incorporated herein by reference)hereof, the offer, issue, and sale of the Original Convertible Notes (as amended by and the Amended and Restated Convertible Notes) and Conversion Shares (collectively, the "“Securities"”) were, are, are and will be exempt from the registration under the Securities Act of 1933, as amended (the "“Securities Act"”), and are exempt from registration and qualification the securities laws of all other applicable jurisdictions.