Common use of Issuance of Shares Clause in Contracts

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will shall be validly duly issued, fully paid and non-assessablenonassessable, and are free from all taxes, liens, claims liens and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective termsand, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will shall be validly issued, fully paid and non-assessablepaid, and nonassessable, are free from all taxes, liens, claims and encumbrances charges with respect to the issue thereof and shall not are entitled to the rights and preferences set forth in the Shares. The Shares are "restricted securities" as defined by SEC rules, and may be subject to preemptive rights transferred, assigned or other similar rights of shareholders of resold by the Company Purchaser only in accordance with the Securities Act and will not impose personal liability upon the Buyer thereofSEC rules promulgated thereunder.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall will not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer Lender thereof.

Issuance of Shares. The Upon issuance against payment of the Purchase Price, the Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be duly authorized, validly issued, fully paid and non-assessable, and such Securities will be free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company Encumbrances, and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, and are free and clear from all taxes, liens and charges with respect to the issue thereof. Any Underlying Shares will have been duly authorized and reserved for issuance in accordance with its respective termsand, upon conversion of the Shares into shares of Common Stock, will be validly issued, fully paid and non-assessablenonassessable, and are free and clear from all taxes, liens, claims liens and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities Shares are duly authorized and, when issued and reserved paid for issuance in accordance with its respective termsthis Agreement, will be validly issued, fully paid and non-assessablenonassessable, free and free from clear of all taxesLiens, liens, claims other than restrictions on transferability under the Investor Rights Agreement and encumbrances with respect to the issue thereof applicable federal securities laws. The Shares are not and shall will not be subject to any preemptive rights or other similar rights held by any holders of shareholders any security of the Company and will not impose personal liability upon or any similar contractual rights granted by the Buyer thereofCompany to any Person.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will shall be validly issued, fully paid and non-assessablenonassessable, and free from all taxes, liens, claims of preemptive and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofto subscribe for or purchase securities.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofits stockholders.

Issuance of Shares. The Securities are shall be duly authorized and reserved available for issuance in accordance with its respective terms, and when issued, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders members of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities are Stock is duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims liens and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights rights, or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities are Shares will be duly authorized and, upon issuance, and reserved for issuance in accordance with its respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect created by the Company and will not, to the issue thereof and shall not Company's knowledge, be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon on the Buyer holders thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof encumbrances, and shall will not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued ------------------- and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue thereof Purchaser thereof), and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective terms, the terms hereof will be validly issued, fully paid and non-assessable, freely transferable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.impose

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective terms, and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will shall be validly duly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances Encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders thereof, and, assuming the accuracy of the Company representations and warranties of the Buyers set forth in Article V above, will not impose personal liability upon the Buyer thereofbe issued in compliance with all applicable United States Federal and state securities Laws.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective terms, will be and are validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective termsand, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights tights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue thereof Purchaser thereof), and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.holder

Issuance of Shares. The Securities are Shares have been duly authorized and reserved for upon issuance in accordance with its respective terms, will be validly issued, fully paid paid, and non-assessableassessable shares of the Company, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon ------------------ issuance in accordance with its respective termsthe terms of this Agreement, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims liens and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability Company. Based in part upon the Buyer thereofrepresentations of the Investor in this Agreement, the offer, sale and issuance of the Common Stock will be made in compliance with all applicable federal and state securities laws.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued ------------------ and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof encumbrances, and shall will not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities are duly authorized and reserved for issuance and, upon consummation of the Exchange Request in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims claims, and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer Purchaser thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective terms, and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances Encumbrances with respect to the issue thereof (other than the resale restrictions under the Securities Act acknowledged and agreed to by ZUARI pursuant to this Agreement) and shall not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company SES and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and, when issued and reserved paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and will be free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue thereof Purchaser thereof), and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Upon issuance, the Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be duly authorized, validly issued, fully paid and non-assessable, and such Securities will be free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company Encumbrances, and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance in accordance with its respective termsand, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for issuance and, upon conversion of the Note and the Warrants, in accordance with its respective terms, the Shares will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company Buyer and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities are issuance of the Shares is duly authorized and reserved for upon issuance in accordance with its respective terms, will the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable, assessable and free from all taxes, liens, claims charges and other encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities are Upon issuance, the Shares will be duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, free and free clear from all taxes, liens, claims claims, encumbrances and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue thereof Purchaser thereof) and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities Shares and Warrant Shares are duly authorized and reserved for issuance and, upon exercise of the Warrant in accordance with its their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will be (i) validly issued, fully paid and non-assessable, assessable and (ii) free from all taxesTaxes, liens, claims liens and encumbrances charges with respect to the issue thereof issuance thereof, other than any liens or encumbrances created by or imposed by Parent, and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective terms, will the terms of this Agreement shall be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims liens and encumbrances charges with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will will, to the extent applicable, be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, Shares will be duly authorized, validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved for and, upon issuance in accordance with its respective termsthe terms hereof, will shall be validly issued, fully paid and non-assessablepaid, and nonassessable, are free from all taxes, liens, claims and encumbrances charges with respect to the issue thereof and shall are entitled to the rights and preferences set forth in the Shares. The Shares are not "restricted securities" as defined by SEC rules, and may be subject to preemptive rights transferred, assigned or other similar rights of shareholders of resold by the Company and will not impose personal liability upon Purchaser without registration under the Buyer thereofSecurities Act.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective termsauthorized, will be validly issued, fully paid and non-assessable, and free from all taxestaxes (other than taxes payable by Decora), liens, claims and encumbrances with respect to the issue thereof (other than such as may arise from obligations or agreements of Trustee) and shall will not be subject to preemptive rights or other similar rights of shareholders stockholders of the Company Decora and will not impose personal liability upon the Buyer thereofholder thereof as such.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue thereof Purchaser thereof), and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Shares are duly authorized and reserved when issued and paid for issuance in accordance with its respective termsthe terms hereof, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to (other than those imposed through acts or omissions of the issue Purchaser thereof or by applicable law) and shall will not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereofCompany.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders members of the Company and will not impose personal liability upon the Buyer holder thereof.

Issuance of Shares. The Securities Ordinary Shares are duly authorized and reserved for issuance and, in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer holder thereof.