Common use of Securities Compliance Clause in Contracts

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if any, of the transactions contemplated by this Agreement and shall take all other necessary action and proceedings as may be required by applicable law, rule and regulation for the legal and valid issuance of all securities to be issued to the Investor hereunder.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and the Certificate and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Preferred Shares hereunder, and the Common Shares issuable upon conversion thereof. [Intentionally omitted].

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement, the Debentures, the Registration Rights Agreement and the Warrants, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Debentures hereunder, the Common Shares issuable upon conversion thereof, the Warrants and the Warrant Shares issuable upon exercise of the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement Subscription Agreement, including filing a Form D with respect to the Offering Securities as required under Regulation D, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderSubscribers or subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Shares, the Warrants, and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderShares and Warrant hereunder and the Warrant Shares issuable upon exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderCommon Shares.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Warrants and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderSecurities and the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued Shares to the Investor hereunderInvestors.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and the Note, as applicable, and any other ancillary documents contemplated by such agreements, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNote hereunder and the Conversion Shares issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Certificate, the Warrants and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderPreferred Shares and Warrants hereunder and the Common Shares issuable upon conversion or exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderShares.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement any of Offering Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderSubscriber, or their respective subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Note, the Warrant, and the Pledge and Guarantee Agreement, as applicable, and any other ancillary documents contemplated by such agreements, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes and Warrants hereunder and the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderPurchaser, or their respective subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderPreferred Units and the Conversion Units issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market Trading Market, if and any other applicable market as applicable, in accordance with their requirements, if anyrespective rules and regulations, of the transactions contemplated by this Agreement the Transaction Documents, and shall take all other necessary action action, undertake all proceedings and proceedings as may be required by applicable lawobtain all registrations, rule permits, consents and regulation approvals for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderin accordance with the terms of the Transaction Documents, as applicable.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Certificate and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderPreferred Shares hereunder and the Common Shares issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Certificate and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunder.Preferred Shares hereunder and the Common Shares issuable upon conversion thereof. EXHIBIT 10.2

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Warrants and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderSecurities.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market Trading Market, if and any other applicable market as applicable, in accordance with their requirements, if anyrespective rules and regulations, of the transactions contemplated by this Agreement the Transaction Documents, and shall take all other necessary action action, undertake all proceedings and proceedings as may be required by applicable lawobtain all registrations, rule permits, consents and regulation approvals for the legal and valid issuance of all securities to be issued the Shares to the Investor hereunderin accordance with the terms of the Transaction Documents, as applicable.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued Shares to the Investor hereunderInvestor.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if any, its rules and regulations of the transactions contemplated by this Agreement any of the Transaction Documents and shall take all other necessary action and proceedings as may be required by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderPurchasers, or their respective subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement, the Debenture, the Registration Rights Agreement and the Warrants, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Debentures hereunder, the Common Shares issuable upon conversion thereof, the Warrants and the Warrant Shares, Option Shares and Common Shares, as the case may be, issuable upon exercise of the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Notes to the Investor hereunderPurchasers, or their respective subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market NYSE, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Notes and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes hereunder and the Common Shares issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market American Stock Exchange, in accordance with their respective requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, including, without limitation, the filing of a Form D with the SEC, for the legal and valid issuance of all securities to be issued the Shares and the Additional Shares to the Investor hereunderInvestor.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Securities to the Investor hereunderPurchasers, or their respective subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderShares.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement any of the Transaction Documents, including making any filing with respect to the Notes, Warrants, and the Warrant Shares as required under the Securities Act and applicable “blue sky” laws, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Notes, the Warrants, and the Warrant Shares to the Investor hereunderPurchaser or subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Note, the Warrants, and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes and Warrants hereunder and the Common Shares and Warrant Shares issuable upon conversion or exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Certificate and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderPreferred Shares or Additional Preferred Shares hereunder and the Common Shares issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement, the Certificate, the Registration Rights Agreement and the Warrants, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Preferred Shares hereunder, the Common Shares issuable upon conversion thereof, the Warrants and the Warrant Shares issuable upon exercise of the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and the Note, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNote hereunder and the Common Shares issuable upon conversion thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market NYSE, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Shares and Common Stock issuable upon conversion thereof to the Investor hereunderor subsequent holder.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Note, the Warrant, and the Pledge and Guarantee Agreement, as applicable, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes and Warrants hereunder and the Conversion Shares and Warrant Shares issuable upon conversion or exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Stock Exchange in accordance with their respective requirements, if any, of the transactions contemplated by this Agreement and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid sale of the Notes and issuance of all securities to be issued to the Investor Conversion Shares hereunder.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by this Agreement any of the Transaction Documents, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities the Preferred Stock, the Warrants and the Shares to be issued upon conversion of the Preferred Stock and exercise of the Warrants to the Investor hereunderPurchasers or subsequent holders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Debentures hereunder, the Common Shares issuable upon conversion thereof, the Warrants and the Warrant Shares issuable upon exercise of the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Debentures, the Warrants and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderDebentures and Warrants hereunder and the Common Shares issuable upon conversion or exercise thereof.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderShares. Without limiting the foregoing, as soon as practicable upon the execution of this Agreement, the Company shall issue a press release disclosing the transaction contemplated herein and shall file a Form 8-K with the Securities and Exchange Commission (the “SEC”) within the time prescribed under current SEC rules and regulations.

Securities Compliance. (a) The As and to the extent required, the Company shall notify the SEC and the Principal Market of, and any other applicable market in accordance make all required filings with their requirementsthe SEC and the Principal Market with respect to, if any, of the transactions contemplated by this Agreement and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes, Warrants and, if the Warrants are exercised, the Warrant Shares.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market in accordance with their requirements, if anyits rules and regulations, of the transactions contemplated by the Merger Agreement and this Stockholders Agreement and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued the Stock Merger Consideration to the Investor hereunderCilion Stockholders.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market SEC, in accordance with their requirements, if any, of the transactions contemplated by this Agreement, the Debenture, the Registration Rights Agreement and the Warrants, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor Debentures hereunder, the Common Shares issuable upon conversion thereof, the Warrants and the Warrant Shares and Common Shares, as the case may be, issuable upon exercise of the Warrants.

Securities Compliance. (a) The Company shall notify the SEC and the Principal Market and any other applicable market Market, in accordance with their requirements, if any, of the transactions contemplated by this Agreement Agreement, the Note, the Warrants, and the Registration Rights Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation regulation, for the legal and valid issuance of all securities to be issued to the Investor hereunderNotes and Warrant hereunder and the Common Shares and Warrant Shares issuable upon conversion or exercise thereof.