Common use of Status of Securities Clause in Contracts

Status of Securities. The shares of Common Stock, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicable, such shares of Common Stock and Series B Stock shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The Warrant, when executed and delivered by the Company pursuant to this Agreement, shall constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common Stock, Series B Preferred Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Massachusetts Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Preferred Stock and Series B Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The WarrantWarrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement agreements of the Company enforceable in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors generally creditors’ rights or by general equitable principles (whether applied equity principles). The shares of Common Stock issuable upon the conversion of the Preferred Stock and exercise of the Warrants will, upon filing of the Articles of Amendment with the Massachusetts Secretary and, in equity the case of Contingent Convertible Preferred Stock, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals, have been duly authorized by all necessary corporate action and when so issued upon such conversion or at law))exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. The shares of Common Stock, Series B Stock and shares of Preferred Stock (upon filing of the applicable Series B Preferred Stock Articles Certificates of Amendment Designations with the Washington Delaware Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor therefore as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Stock and Series B Preferred Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Preferred Stock and exercise of the Warrant shallWarrants will, upon receipt of the approval of each by the Company’s stockholders of the Stockholder Proposals and filing of the applicable Series B Preferred Stock Articles Certificate of Amendment Designations with the Washington Delaware Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The WarrantEach of the Warrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common Stock, Series B A Preferred Stock (upon filing of the applicable Series B Stock A Articles of Amendment Supplementary with the Washington SecretaryMaryland SDAT) and the Warrant to be issued pursuant to this Agreement and the Other Securities Purchase Agreements, and the Series A Preferred Stock issuable upon the exercise of the Warrant (upon filing the Series A Articles Supplementary with the Maryland SDAT), have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement and the Other Securities Purchase Agreements or upon the exercise of the Warrant, as applicable, such shares of Common Stock and Series B A Preferred Stock shall will be validly issued, fully paid and nonassessable, and will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, nor will such issuance result in the violation or triggering of any price-based antidilution adjustments under any agreement to which the Company or any Company Subsidiary is a party. The shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and exercise of the Warrant shall, upon receipt of the Stockholder Approvals, have been duly authorized by all necessary corporate action and, when so issued upon conversion or exercise shall be validly issued, fully paid and nonassesable shall not subject the holders thereof to personal liability, shall have no par value liability and shall not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon , nor will such issuance result in the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion violation or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights triggering of any other stockholder of price based on anti-dilution adjustments under any agreement to which the CompanyCompany or any Company Subsidiary is a party. The Warrant, when executed and delivered by the Company pursuant to this Agreement, shall constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common Stock, Series B Preferred Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Georgia Secretary) and the Warrant Warrants to be issued pursuant to this Agreement upon conversion of the Series B Preferred Stock have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Stock and Series B Preferred Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The WarrantWarrants, when executed and delivered by the Company pursuant to the terms of this Agreement, shall will constitute a valid and legally binding agreement agreements of the Company enforceable in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors generally creditors’ rights or by general equitable principles (whether applied in equity principles). The shares of Common Stock issuable upon the conversion of the Series B Preferred Stock and exercise of the Warrants will, upon filing of the Articles of Amendment with the Georgia Secretary and upon receipt of the approval by the Company’s stockholders of the Stockholder Proposal, have been duly authorized by all necessary corporate action and when so issued upon such conversion or at law))exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. The shares of Common Stock, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant Shares to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise Certificate of Designations, the Warrant, as applicable, such shares of Common Stock and Series B Stock shall Shares will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the applicable Purchaser good title to all such securities, free and clear of all Liens, other than Liens incurred by such Purchaser, Liens arising under this Agreement or restrictions arising under applicable securities Laws. The Upon any conversion of any Shares into shares of Common Stock issuable upon pursuant to the conversion terms of the Series B Certificate of Designations, such shares of Common Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, issued upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the applicable Purchaser good title to all such securities, free and clear of all Liens, other than Liens incurred by such Purchaser, restrictions arising under applicable securities Laws or Liens arising under this Agreement. The Warrant, when executed and delivered by the Company pursuant shares of Common Stock to this Agreement, shall constitute a valid and legally binding agreement be issued upon any conversion of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))Shares have been duly reserved for such issuance.

Status of Securities. The shares of Common Series A Preferred Stock, the shares of Series B Preferred Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Preferred Stock and Series B Stock shall will be validly issued, fully paid and nonassessable, shall and such issuance will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Preferred Stock, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals, and the shares of Preferred Stock and issuable upon the exercise of the Warrant shallWarrants will, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretaryif applicable, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall and such issuance will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The WarrantEach of the Warrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common StockSecurities being issued at the Initial Closing, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant to be Securities being issued pursuant to this Agreement have been duly authorized by all necessary corporate action of at the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicable, such shares of Common Stock and Series B Stock shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington SecretarySecond Closing will, have been duly authorized by all necessary corporate action on the part of the Company, and at the Initial Closing and Second Closing, as the case may be, such Securities (i) will have been validly issued and, when so issuedassuming payment therefor has been made, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall free and clear of all Liens imposed by the Company other than restrictions on transfer provided in this Agreement, and (ii) will not be subject to any claims by the holders thereof Company or any other Person that a Purchaser is an “acquiring person” under any shareholder rights plan, including the Rights Agreement, as amended by the Second Amendment to personal liabilityRights Agreement, shall have no par value and shall or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents. The issuance of such Securities will not be subject to preemptive rights of any other stockholder shareholder of the Company. The WarrantShares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) will be eligible for listing on Nasdaq when issued in accordance with the terms of this Agreement. As of the Initial Closing, when executed and delivered by the Company will have reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, shall constitute a valid Agreement and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))Warrants.