Common use of Placement Shares Clause in Contracts

Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The issuance of the Placement Shares pursuant to this Agreement will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscript for or purchase securities of the Company. There are no restrictions upon the voting or transfer of the Placement Shares under the Company’s certificate of incorporation or by laws or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Registration Statement.

Placement Shares. The Placement Shares have been duly authorized and reserved for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The issuance of the Placement Shares pursuant to this Agreement will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscript subscribe for or purchase securities of the Company. There are no restrictions upon the voting or transfer of the Placement Shares under the Company’s 's certificate of incorporation or by laws or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Registration Statement, other than beneficial or constructive ownership limits imposed by Section 7.21 of the Company's Declaration of Trust, which restricts individual beneficial or constructive ownership of more than 9.9% of the Company's outstanding shares.