Common use of Representatives Purchase Option Clause in Contracts

Representatives Purchase Option. When issued, the Representative’s Purchase Option and the Representative’s Warrants will constitute the valid and binding obligation 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 such Representative’s Purchase Option and Representative’s Warrants are enforceable against the Company in accordance with its 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 Common Stock underlying the Representative’s Securities have been reserved for issuance upon the exercise of the Representative’s Purchase Option upon payment of the consideration therefor, and when issued in accordance with the terms thereof will be duly and validly authorized, 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; and the Representative’s Securities 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. The Representative’s Securities 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.

Representatives Purchase Option. The Representative’s Securities have been duly authorized and reserved for issuance and when the Representative’s Purchase Option is exercised in accordance with its terms and any exercise price is paid, will be validly issued, fully paid and non-assessable; the Representative’s Securities 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 Representative’s Securities have been duly and validly taken. When issued, the Representative’s Purchase Option Option, the Representative’s Rights and the Representative’s Warrants will constitute the valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, thereof and such Representative’s Purchase Option Option, Representative’s Rights and Representative’s Warrants are enforceable against the Company in accordance with its 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 Common Stock Ordinary Shares underlying the Representative’s Securities Purchase Option, the Representative’s Rights and the Representative’s Warrants have been reserved for issuance upon the exercise of the Representative’s Purchase Option upon payment of Option, the consideration thereforRepresentative’s Rights and the Representative’s Warrants, and respectively, and, when issued in accordance with the terms thereof of such securities, will be duly and validly authorized, validly issued, fully paid, paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; and the Representative’s Securities 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. The Representative’s Securities 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.