Common use of Issuance, Sale and Delivery of the Shares Clause in Contracts

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, and encumbrances imposed by the Company (other than restrictions on transfer under state and/or federal securities laws). No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the Exchange Act Reports, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to the Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear nonassessable, subject, in the case of all pledgesthe Subsequent Shares, liens, and encumbrances imposed by to obtaining the Company (other than restrictions on transfer under state and/or federal securities laws)Required Stockholder Approval. No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed set forth in the Exchange Act ReportsPrivate Placement Memorandum or in any document incorporated by reference therein, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to the Rights Agreement Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liensnonassessable, and encumbrances imposed by will conform to the Company (other than restrictions on transfer under state and/or federal securities laws)description thereof included in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed in the Exchange Act ReportsPrivate Placement Memorandum, no stockholder shareholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to the Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder shareholder under the Securities Act of 1933, as amended (the “"Securities Act”) "), in the Registration Statement. No further approval or authority of the stockholders shareholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear nonassessable. The Company has reserved from its duly authorized capital stock the maximum number of all pledges, liens, and encumbrances imposed by shares of Common Stock issuable pursuant to the Company Warrants (other than restrictions on transfer under state and/or federal securities lawsthe “Warrant Shares”). No Except as provided in the other Agreements, no preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares Securities by the Company pursuant to this Agreement. Except as disclosed in the Exchange Act ReportsPrivate Placement Memorandum, no stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to the Rights Agreement Section 7.1 hereof (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in accordance with this Agreement, Agreement will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances imposed by the Company (other than restrictions on transfer under state and/or federal securities laws)) as a result of the Company's actions. No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as disclosed set forth in the Exchange Act ReportsSchedule of Exceptions, no stockholder of the Company has any right (which has not been waived or has not expired expired, including by reason of lapse of time following notification of the Company’s 's intent to file the registration statement to be filed by it pursuant to the Rights Agreement Section 7.1 (the “"Registration Statement”)"`) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear nonassessable. The Company has reserved from its duly authorized capital stock the maximum number of all pledges, liens, and encumbrances imposed by shares of Common Stock issuable pursuant to the Company Warrants (other than restrictions on transfer under state and/or federal securities lawsthe "Warrant Shares"). No Except as provided in the other Agreements, no preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares Securities by the Company pursuant to this Agreement. Except as disclosed in the Exchange Act ReportsPrivate Placement Memorandum, no stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s 's intent to file the registration statement to be filed by it pursuant to the Rights Agreement Section 7.1 hereof (the “"Registration Statement”")) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares have -------------------------------------------- been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liensnonassessable, and encumbrances imposed by will conform to the Company (other than restrictions on transfer under state and/or federal securities laws)description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase from the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as for rights disclosed in the Exchange Act ReportsPrivate Placement Memorandum, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to the Rights Agreement (the “Registration Statement”)waived) to request or require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the “Securities Act”) in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.