Securities Duly Authorized. The Transaction Securities to be issued to each Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investors party to this Agreement, the offer and issuance by the Company of the Transaction Securities is exempt from registration under the Securities Act.
Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all eighteen (18) tranches of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.
Securities Duly Authorized. The Notes to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Warrants to be issued to each such Investor, when issued in accordance with the terms of this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms. The shares of Common Stock issuable upon exercise of the Warrants in accordance with their respective terms will be duly and validly issued and fully paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
Securities Duly Authorized. The Series C Preferred Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Warrants to be issued to each such Investor, when issued in accordance with the terms of this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms. The shares of Common Stock issuable upon conversion of the Series C Preferred Shares and exercise of the Warrants in accordance with their respective terms and as dividends if any with respect to the Series C Preferred Shares will be duly and validly issued and fully paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.
Securities Duly Authorized. All of the Xxxxxxx Units and Partner Units to be issued to the Xxxxxxx and Partner, respectively, pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and shall be free and clear of all Encumbrances, other than Encumbrances created pursuant to this Agreement or the JV Entity LLC Agreement and restrictions under applicable federal and state securities laws.
Securities Duly Authorized. The Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The issuance of the Notes is duly authorized and upon issuance in accordance with the terms of this Agreement, will be duly and validly issued and will be free from all taxes or Liens with respect to the issue thereof. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
Securities Duly Authorized. The Common Stock to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. The Warrants to be issued to each such Investor, when issued in accordance with the terms of this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms. The shares of Common Stock issuable upon exercise of the Warrants in accordance with their respective terms will be duly and validly issued and fully paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
Securities Duly Authorized. The Transaction Securities to be issued to the Investor pursuant to this Agreement and the other Transaction Documents, have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and the other Transaction Documents, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investor to this Agreement, the offer and issuance by the Company of the Transaction Securities is exempt from registration under the Securities Act.
Securities Duly Authorized. The Units to be issued to each such Investor, when issued in accordance with the terms of this Agreement, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms. The shares of Series B Preferred Stock that are a component of the Units and the shares of Series B Preferred Stock issuable upon exercise of the Warrants, as well as the Common Stock issuable upon conversion or exercise thereof, when issued in accordance with their terms, will be duly and validly issued and fully paid and non-assessable. Subject to the accuracy of the representations and warranties of the Investors set forth in this Agreement, the offer and issuance by the Company of the Units is exempt from registration under the Securities Act of 1933, as amended (“Securities Act”).
Securities Duly Authorized. The Securities are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and encumbrances other than restrictions on transfer contained on the certificate(s) for such shares. The Securities, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all liens and encumbrances. The Purchaser has not, and to the knowledge of the Purchaser, no Affiliate of the Purchaser has sold, offered for sale or solicited offers to buy or otherwise negotiated in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the issuance of the Securities to Seller.
