Common use of Notes and Shares Clause in Contracts

Notes and Shares. The Notes and Warrants included in the Units and common stock issuable upon conversion of the Notes (the "Conversion Shares") and upon exercise of the Warrants (the "Warrant Shares" and together with the Conversion Shares, the "Common Shares"), when issued and delivered in accordance with the terms of this Agreement (and the terms of the Notes or Warrants, as the case may be) will be duly authorized, validly issued, fully paid, non-assessable and free and clear of any lien or other limitation or restriction.