Common use of The Placement Shares Clause in Contracts

The Placement Shares. The issuance of the Placement Shares, and the issuance of the Common Stock upon conversion of the Placement Shares, have been duly and validly authorized by the Company, and the Placement Shares and the Common Stock issuable upon conversion of the Placement Shares, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been duly and validly issued and will be fully paid and nonassessable, will not be subject to any statutory or contractual preemptive rights or other rights to subscribe for or purchase or acquire any shares of capital stock of the Company which have not been waived or complied with, and will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.

The Placement Shares. The issuance of the Placement Shares, and the issuance of the Company’s Common Stock upon conversion of the Placement SharesPreferred Stock, have has been duly and validly authorized by the Company, and the . The Placement Shares and the Common Stock issuable upon conversion of the Placement SharesPreferred Stock, when issued, delivered and paid for in accordance with the terms of this Agreement, (i) will have been duly and validly issued and will be fully paid and nonassessable, (ii) will not be subject to any statutory or contractual preemptive rights or other rights to subscribe for or purchase or acquire any shares of capital stock of the Company which have not been waived or complied with, and (iii) will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.

The Placement Shares. The issuance of the Placement Shares, and the issuance of the Company’s Common Stock upon conversion of the Placement SharesPreferred Stock, have has been duly and validly authorized by the Company, and the Placement Shares and the Common Stock issuable upon conversion of the Placement SharesPreferred Stock, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been duly and validly issued and will be fully paid and nonassessable, will not be subject to any statutory or contractual preemptive rights or other rights to subscribe for or purchase or acquire any shares of capital stock of the Company which have not been waived or complied with, and will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.