Common use of Shares Reserved for Issuance; Capital Stock Clause in Contracts

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securities, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens claims, liens, encumbrances and security interests (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens claims, liens, encumbrances, and security interests (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has ------------------------------------------- taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens Liens, (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve reserve, free from preemptive rights, and permit it to issue, and at all times from the date hereof through until the termination of this Agreement in accordance with its terms, will have reserved for issuance, obligation to deliver Shares upon the exercise of the OptionOption terminates, sufficient authorized but unissued or treasury Shares so that number the Option may be fully exercised without additional authorization of shares of Issuer Common Stock equal Shares after giving effect to the maximum number of shares of Issuer Common Stock all other options, warrants, convertible securities and other shares and securities which are at any time and rights of third parties to purchase Shares from time to time purchasable upon exercise of the OptionIssuer, and all such shares and other securitiesShares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all claims, Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens any liens, claims or encumbrances (other than those created by the express terms of this Agreement) ), and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, upon the exercise of the Option, that number of shares of Issuer Common Stock (including Preferred Shares) equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiessecurities (including Preferred Shares), upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has ------------------------------------------- taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securities, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens claims, liens, encumbrances, and security interests (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken ------------------------------------------- all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens claims, liens, encumbrances and security interests (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve reserve, free from preemptive rights, and permit it to issue, and at all times from the date hereof through until the termination of this Agreement in accordance with its terms, will have reserved for issuance, obligation to deliver Shares upon the exercise of the OptionOption terminates, sufficient authorized but unissued or treasury Shares so that number the Option may be fully exercised without additional authorization of shares of Issuer Common Stock equal Shares after giving effect to the maximum number of shares of Issuer Common Stock all other options, warrants, convertible securities and other shares and securities which are at any time and rights of third parties to purchase Shares from time to time purchasable upon exercise of the OptionIssuer, and all such shares and other securitiesShares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all claims and Liens (other than those created by the express terms of this Agreement) and will not be subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all ------------------------------------------- necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens claims, liens, encumbrances and security interests (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens (other than those created by the express terms of this AgreementAgreement and applicable securities laws restrictions) and not subject to any preemptive or other similar rights.

Shares Reserved for Issuance; Capital Stock. Issuer has taken all necessary corporate action to authorize and reserve and permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms, will have reserved for issuance, issuance upon the exercise of the Option, that number of shares of Issuer Common Stock equal to the maximum number of shares of Issuer Common Stock and other shares and securities which are at any time and from time to time purchasable upon exercise of the Option, and all such shares and other securitiesshares, upon issuance pursuant to the Option, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and will be delivered free and clear of all Liens Liens, (other than those created by the express terms of this Agreement) and not subject to any preemptive or other similar rights.