Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the Warrants, respectively, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action andand the Shares, when paid for and or issued in accordance with the terms hereof and the Warrantshereof, respectively, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stocknonassessable.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action andand the Shares, when paid for and issued in accordance with the terms hereof and the Warrantshereof, respectively, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable nonassessable. The Shares will be issued in compliance with all applicable federal and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stockstate securities laws.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and or issued in accordance with the terms hereof and the Warrants, respectivelyhereof, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of first refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Parent Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and or issued in accordance with the terms hereof and the Warrants, respectivelyhereof, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind Liens and the holders shall be entitled to all rights accorded to a holder of Common Parent Stock.

Issuance of Securities. The Shares and the Warrants Warrant to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the WarrantsWarrant, respectively, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants securities to be issued at the Closing closing have been duly authorized by all necessary corporate action and, when paid for action. When the Conversion Shares and the Warrant Shares are issued in accordance with the terms hereof of the Notes and the Warrants, respectively, the Shares and the Warrant Shares such shares will be duly authorized by all necessary corporate action and validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liensnonassessable, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action andand the Shares, when paid for and or issued in accordance with the terms hereof and the Warrantshereof, respectively, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable nonassessable. When the Warrant Shares are issued in accordance with the terms of the Warrants, such shares will be duly authorized by all necessary corporate action and free validly issued and clear of all liensoutstanding, encumbrances fully paid and rights of refusal of any kind nonassessable, and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof hereof, and subject to and in reliance on the Warrantsrepresentations, respectivelywarranties and covenants of the Purchasers made herein, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind (except as contemplated herein and in the holders shall be entitled to all rights accorded to a holder of Common StockStock Rights and Restriction Agreement).

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the Warrants, respectivelyhereof, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind Liens and the holders shall be entitled to all rights accorded to a holder of Common Parent Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the Warrants, respectivelyhereof, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind (other than restrictions on transfer under applicable securities laws or other such restrictions imposed under the Transaction Documents) and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants securities to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and hereof, the Warrants, respectively, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and or issued in accordance with the terms hereof and the Warrantshereof, respectively, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind kind, and the holders shall be entitled to all rights accorded to a holder of Common Stockfully paid and non-assessable.

Issuance of Securities. The Shares and the Warrants Warrant to be issued at the Closing have been duly authorized by all necessary corporate action andand the Shares, when paid for and or issued in accordance with the terms hereof hereof, shall be validly issued and outstanding, fully paid and nonassessable. When the WarrantsWarrant Shares are issued in accordance with the terms of the Warrant, respectively, the Shares and the Warrant Shares will be duly authorized by all necessary corporate action and validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liensnonassessable, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the Warrants, respectively, and subject to and in reliance on the representations, warranties and covenants of the Purchasers made herein and in the Warrants, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and or issued in accordance with the terms hereof and the Warrantshereof, respectively, the Shares and the Warrant Shares will shall be validly issuedissued and outstanding, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and (other than any created by the holders shall be entitled to all rights accorded to a holder of Common StockPurchaser).

Issuance of Securities. The Shares and the Warrants to be issued at the Closing (and the Warrant Shares to be issued upon exercise of the Warrants) have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the terms of the Warrants, respectively, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the holders shall be entitled to all rights accorded to a holder of Common Stock.

Issuance of Securities. The Shares and the Warrants to be issued at the Closing have been duly authorized by all necessary corporate action and, when paid for and issued in accordance with the terms hereof and the Warrants, respectively, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind (other than restrictions on transfer under applicable securities laws or other such restrictions imposed under the Transaction Documents) and the holders shall be entitled to all rights accorded to a holder of Common Stock.