Common use of Issuance of the Securities Clause in Contracts

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsnon-assessable.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by other than restrictions on transfer provided for in the Company Transaction Documents. The Warrant Shares and Common Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for Company. The Warrant Shares, when issued in accordance with the Transaction Documentsterms of the Warrant, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

Issuance of the Securities. The Securities are duly authorized and, when issued and and/or paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for Company. The Warrant Shares, when issued in accordance with the Transaction Documentsterms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, and free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and applicable law.

Issuance of the Securities. The Securities are duly authorized and, If and when issued and paid for in accordance with this Agreement, the applicable Transaction Documents, Securities will be duly authorized and will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on exercise or transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed created by the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of stockholders.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid paid, and nonassessablenon-assessable, free free, and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of stockholders.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions restriction on transfer provided for in the Transaction Documentsarising pursuant to applicable securities laws.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction DocumentsAgreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsAgreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed other than those created by the Company other than restrictions on transfer provided for in the Transaction DocumentsPurchaser.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Subscription Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsliens, and not subject to any preemptive rights.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for Company. The Warrant Shares, when issued in accordance with the Transaction Documents.terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company..

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments or under federal or state securities laws.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsnon-assessable.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and the Regulations. The Company is authorized to issue an unlimited number of Common Units.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with this Agreement and the applicable Transaction DocumentsLLC Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsthis Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.Transaction

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of any and all Liens imposed by the Company liens encumbrance, security interest, pre-emptive right, or any other than restrictions on transfer provided for in the Transaction Documentsof any kind.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction DocumentsAgreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed Liens. Assuming the accuracy of the representations and warranties of the Seller made herein, the issuance by the Company other than restrictions on transfer provided for in Buyer of the Transaction DocumentsSecurities is exempt from registration under the Securities Act and all applicable state securities laws.

Issuance of the Securities. The issuance of the Securities are has been duly authorized andauthorized, and the Securities, when issued and paid for in accordance with the applicable terms of the Transaction Documents, Documents will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens imposed by the Company any Encumbrances, preemptive rights or restrictions (other than any restrictions on transfer provided for in the Transaction Documentsgenerally imposed under applicable securities laws).

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than any restrictions on transfer provided for in the Transaction Documentsherein.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid paid, and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsand shall not be subject to preemptive rights or similar rights of shareholders.

Issuance of the Securities. The Except for the Warrant-Exercise Capital Deficiency with respect to the Warrant Shares, the Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and the issuance of the Securities are not subject to any preemptive or other rights of any other Person that has not been waived prior to the date of this Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsherein.

Issuance of the Securities. The Exchange Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction DocumentsDocuments and recorded in the Company's register of members, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, nonassessable and free and clear of all Liens imposed suffered or permitted by the Company Company, other than restrictions on transfer provided for in the Transaction DocumentsDocuments or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Buyer Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Buyer other than restrictions on transfer provided for in the Transaction Buyer Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Subscription Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by liens. The issuance and sale of the Company other than restrictions on transfer provided for in Securities hereunder does not contravene the Transaction DocumentsSEC rules and regulations.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablepaid, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsDocuments and the Company's constitution.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, or in the case of the Warrant Shares, upon due exercise of the Warrants in accordance with the terms thereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens, charges, restrictions, claims and encumbrances imposed by or through the Company other than restrictions on transfer provided for in the Transaction DocumentsCompany.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company Company, other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized andand the Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction DocumentsLiens.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens (other than Liens imposed by the Company any Purchaser) other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the Securities issuable pursuant to this Agreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for Company. The Shares, when issued upon conversion of the Notes, and the Warrant Shares, when issued in accordance with the Transaction Documentsterms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than (except for restrictions on transfer provided for in the Transaction Documentsunder applicable securities laws) and shall not be subject to preemptive or similar rights of shareholders.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided Company. The Warrant Shares, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsnon-assessable.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.all

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the applicable terms of the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company Liens, other than restrictions on transfer provided for in the Transaction DocumentsDocuments or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Securities will be issued in compliance with all applicable federal and state securities laws.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The sale of the Securities hereunder is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsthis Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documentsterms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documentsimposed by Federal securities laws and similar state securities law statutes.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Liens. Assuming the Company other than restrictions on transfer provided for accuracy of the representations of the Purchaser in Section 3.2 and subject to the Transaction Documentsfilings required pursuant to federal and state securities law, the Securities will be issued in compliance with applicable federal and state securities laws.