Common use of Valid Issuance of Conversion Shares Clause in Contracts

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 Conversion SharesShares have been duly and validly reserved for issuance by the Company, and when issued and delivered in accordance with pursuant to the terms hereof for of the consideration expressed hereinNotes and the Indenture, will be duly and validly issued, fully paid and nonassessable 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, 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 claimsas expressly contemplated by the Transaction Documents.

Valid Issuance of Conversion Shares. The Conversion SharesShares have been duly and validly authorized for issuance by the Company, and when issued and delivered in accordance with pursuant to the terms hereof for of the consideration expressed hereinConvertible Note Indenture, will be duly and validly issued, fully paid and nonassessable 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, 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 claimsas expressly contemplated by the Documents.