Common use of Qualifications, Legal Investment Clause in Contracts

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares and the Warrant pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange Commission, the California Commissioner of Corporations, or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- ---------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with and prior to the lawful sale and issuance of the Shares and the Warrant Securities pursuant to this Agreement and all authorizations, approvals and permits, if any, needed by such Purchaser to purchase the Securities shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock Securities shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange CommissionSEC, the California Commissioner of Corporations, the Delaware Secretary of State or a similar officer official of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant Securities shall be legally permitted by all laws and regulations to which the each Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares and the Warrant pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange Commission, the California Commissioner of Corporations, or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, -------------------------------- or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares and the Warrant pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange Commission, the California Commissioner of Corporations, or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant proposed issuance of the Underlying Stock shall be legally permitted by all laws and regulations to which the Purchaser Investors and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- ---------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with and prior to the lawful sale and issuance of the Shares and the Warrant Securities pursuant to this Agreement and all authorizations, approvals and permits, if any, needed by such Purchaser to purchase the Securities shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange CommissionSEC, the California Commissioner of Corporations, the Delaware Secretary of State or a similar officer official of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant shall be legally permitted by all laws and regulations to which the each Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares and the Warrant Warrants pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the such Closing. No stop order or other order enjoining the sale of the Shares or and the Warrant Warrants or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange Commission, the California Commissioner of Corporations, or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the such Closing, the sale and issuance of the Shares and the Warrant Warrants and the proposed issuance of the Underlying Common Stock shall be legally permitted by all laws and regulations to which the Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with and prior to the lawful sale and issuance of the Shares and the Warrant Securities pursuant to this Agreement and all authorizations, approvals and permits, if any, needed by such Purchaser to purchase the Securities shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange CommissionSEC, the California Commissioner of Corporations, the Delaware Secretary of State or a similar officer official of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant shall be legally permitted by all laws and regulations to which the each Purchaser and the Company are subject.

Qualifications, Legal Investment. All authorizations, -------------------------------- approvals, or -------------------------------- permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful sale and issuance of the Shares and the Warrant pursuant to this Agreement shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale of the Shares or the Warrant or the proposed issuance of the Underlying Common Stock shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge of the Company, threatened by the Securities and Exchange Commission, the California Commissioner of Corporations, or any commissioner of corporations or similar officer of any other state having jurisdiction over this transaction. At the time of the Closing, the sale and issuance of the Shares and the Warrant Warrants and the proposed issuance of the Underlying Stock shall be legally permitted by all laws and regulations to which the Purchaser Investors and the Company are subject.