Common use of Placement Units Clause in Contracts

Placement Units. 2.7.3.1 The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, enforceable against the Company in accordance with their respective terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (b) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Placement Units and the shares of Common Stock and Rights into which such Placement Units are exercisable into have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Unit Private Placement Agreement will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Units. 2.7.3.1 The Placement Units and the Additional Placement Units have been duly authorized and reserved for issuance; the Placement Units and the Additional Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Units and the Additional Placement Units have been duly and validly taken. When issued, the Placement Units and the Additional Placement Units will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, such Placement Units and Additional Placement Units are enforceable against the Company in accordance with their respective terms, except: (ai) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (bii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (ciii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock underlying the Placement Units and the shares of Common Stock and Rights into which such Additional Placement Units are exercisable into have been duly authorized and reserved for issuance upon the exercise of the Placement Units and the Additional Placement Units, when issued and paid for in accordance with the Unit Private terms of the Placement Agreement Units and the Additional Placement Units, will be duly and validly authorized, validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Units. 2.7.3.1 The Placement Units Units, the Placement Warrants and the Placement Rights constitute valid and binding obligations of the Company to issue and sell, upon payment therefor (if applicable), the number and type of securities of the Company called for thereby in accordance with the terms thereof, and aresuch Placement Units, or will be, Placement Warrants and Placement Rights are enforceable against the Company in accordance with their respective terms, except: (ai) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (bii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (ciii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The securities issuable upon exercise of the Placement Units Units, the Placement Warrants and the shares of Common Stock and Placement Rights into which such Placement Units are exercisable into have been duly authorized and reserved for issuance and upon the exercise thereof and, when issued and paid for in accordance with the Unit Private Placement Agreement terms thereof, will be duly and validly authorized, validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Units. 2.7.3.1 The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, such Placement Units are enforceable against the Company in accordance with their respective terms, except: (ai) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (bii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (ciii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock, the Rights and the Warrants underlying the Placement Units Units, and the shares of Common Stock issuable upon conversion of the Rights and Rights into which such the exercise of the Warrants underlying the Placement Units are exercisable into have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with the Unit Private terms of the Placement Agreement Units, the Placement Rights and the Placement Warrants and upon payment therefor, will be duly and validly authorized, validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Placement Units. 2.7.3.1 The Placement Units constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and are, or will be, such Placement Units are enforceable against the Company in accordance with their respective terms, except: (ai) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (bii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (ciii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. When the Placement Units are paid for, issued and delivered, the Placement Rights and Placement Warrants included in the Placement Securities will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock included as part of the Placement Units Units, and the shares of Common Stock issuable upon conversion of the Placement Rights and Rights into which such the exercise of the Placement Warrants included as part of the Placement Units are exercisable into have been duly authorized and reserved for issuance and and, when issued and paid for in accordance with the Unit Private terms of the Placement Agreement Units, the Placement Rights and the Placement Warrants and upon payment therefor, will be duly and validly authorized, validly issued, fully paid and non-assessable; , and the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Placement Units are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Placement Units has been duly and validly taken. The Placement Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.