ISSUANCE SALE AND DELIVERY OF SECURITIES Sample Clauses

ISSUANCE SALE AND DELIVERY OF SECURITIES a. Issuance of the Note. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, the Company agrees to issue and sell to the Purchaser and the Purchaser hereby agrees to purchase from the Company, the Note. The Note or any portion thereof shall at the option of Purchaser, be convertible into shares of the Company's Common Stock (the "Note Shares").

ISSUANCE SALE AND DELIVERY OF SECURITIES. The Securities are duly authorized and, when issued, delivered and paid for in accordance with the applicable Transaction Documents, 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 disclosed in the SEC Reports and for the rights described in the Transaction Documents, no stockholder of the Company has any right to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statement. Assuming the accuracy of the representations and warranties of the Purchaser in Section 3.2 hereof, the Securities will be issued in compliance with all applicable federal and state securities Laws.

ISSUANCE SALE AND DELIVERY OF SECURITIES