Valid Issuance of Conversion Shares. The Conversion Shares, when issued and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and state securities laws, will be free of all other liens and adverse claims.
Valid Issuance of Conversion Shares. The shares of Common Stock that may be issued under the Note (the “Conversion Shares”), when issued and delivered in accordance with the terms thereof for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Note, and under applicable federal and state securities laws, will be free of all other liens and adverse claims.
Valid Issuance of Conversion Shares. The conversion rights attached to the Notes, when the Notes are issued on the Closing Date, will provide for the right to convert the Notes into up to 2,118,644 shares of Common Stock of the Company (subject to subdivision or consolidation thereof) as of the Closing Date (as calculated immediately following the Closing and assuming the conversion of all the Notes). The Conversion Shares have been duly and validly authorized for issuance by the Company, and when issued pursuant to the terms of the Notes and the Indenture, will be validly issued, fully paid and non-assessable, not subject to any preemptive or similar rights, free from all taxes, Liens, charges and security interests with respect to the issuance thereof and free of restrictions on transfer other than as expressly contemplated by the Transaction Documents.
Valid Issuance of Conversion Shares. The Preferred Conversion Shares have been duly and validly reserved for issuance and, upon issuance of the Preferred Conversion Shares in accordance with the terms set forth in the Series A Convertible Notes, will be duly and validly issued, fully paid, and nonassessable and will be free of any Liens (other than the Permitted Exceptions) or restrictions on transfer other than restrictions on transfer under the Transaction Documents, the Articles and under applicable state, U.S. federal and foreign Securities Laws. The Ordinary Conversion Shares have been duly and validly reserved for issuance and, upon issuance of the Ordinary Conversion Shares in accordance with the terms set forth in the Certificate of Designation, will be duly and validly issued, fully paid, and nonassessable and will be free of any Liens (other than the Permitted Exceptions) or restrictions on transfer other than restrictions on transfer under the Transaction Documents, the Articles and under applicable state, U.S. federal and foreign Securities Laws.
Valid Issuance of Conversion Shares. The shares of the Company's common stock issuable upon conversion of the Debentures (the "Conversion Shares") have been reserved for issuance and, when issued and delivered in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and non-assessable.
Valid Issuance of Conversion Shares. The Conversion Shares, when issued, sold and delivered in accordance with the terms of the Tranche A Notes and the Tranche A Indenture and for the consideration set forth herein, will be free of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws (and in the case of the Conversion Shares, subject to the provisions of the Tranche A Indenture). The conversion rights attached to the Notes, when the Notes are issued on the Closing Date, will provide for the right to convert the Notes into up to 5,000,000 shares of Common Stock of the Company (subject to subdivision or consolidation thereof) as of the Closing Date (as calculated immediately following the Closing and assuming the conversion of all the Notes). The Conversion Shares have been duly and validly authorized for issuance by the Company, and when issued pursuant to the terms of the Tranche A Notes and the Tranche A Indenture, will be validly issued, fully paid and non-assessable, not subject to any preemptive or similar rights, free from all taxes, Liens, charges and security interests with respect to the issuance thereof and free of restrictions on transfer other than as expressly contemplated by the Transaction Documents.
Valid Issuance of Conversion Shares. The conversion rights attached to the Notes, when the Notes are issued on the applicable Closing Date, will provide for the right to convert the Notes into (i) up to 2,500,000 shares of Common Stock of the Company (subject to subdivision or consolidation thereof) as of the first Closing Date (as calculated immediately following the First Closing and assuming the conversion of all the Notes for an aggregate principal amount equal to the First Closing Amount) and (ii) up to such number of Common Stock of the Company (subject to subdivision or consolidation thereof) as of the Second Closing Date as will permit conversion of all the Notes for an aggregate principal amount equal to the sum of the First Closing Amount and the Second Closing Amount. The Conversion Shares have been duly and validly authorized for issuance by the Company, and when issued pursuant to the terms of the Notes and the Indenture, will be validly issued, fully paid and non-assessable, not subject to any preemptive or similar rights, free from all taxes, Liens, charges and security interests with respect to the issuance thereof and free of restrictions on transfer other than as expressly contemplated by the Transaction Documents.
Valid Issuance of Conversion Shares. The Conversion Shares, when issued and delivered in accordance with the terms set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. In addition, the Conversion Shares, upon issuance, shall bear a restrictive legend in substantially the form: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS MENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SHARES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”
