Common use of Valid Issuance of Notes and Conversion Shares Clause in Contracts

Valid Issuance of Notes and Conversion Shares. The Notes are duly authorized and validly issued and free of restrictions on transfer other than restrictions on transfer described in Exhibit A and any applicable securities or corporate laws. The Conversion Shares when issued and paid for as provided upon conversion of the Notes shall be duly authorized and validly issued, fully paid and non-assessable and are and shall be free of restrictions on transfer other than restrictions on transfer described in Exhibit A and any applicable securities or corporate laws. As of Completion, a number of Shares shall have been duly authorized and reserved for issuance exceeds one hundred fifty percent (150%) of the number of Shares issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the price set forth in the Exhibit A and without taking into account any limitations on the conversion of the Notes set forth in Exhibit A).