Common use of Valid Issuance of Parent Shares Clause in Contracts

Valid Issuance of Parent Shares. The issuance, sale and delivery by Parent of the Convertible Shares pursuant to this Agreement (and the issuance and delivery of shares of Series B Preferred Stock issuable in exchange for any shares of Series A Preferred Stock) and of the Stage 2 Shares in accordance with the Xxxxx 0 Xxxxxxxx Xxxxxxxxx, and the issuance and delivery of the Conversion Shares issuable upon conversion of all such Series A Preferred Stock and Series B Preferred Stock, have been duly authorized by all necessary corporate action on the part of Parent (subject, with respect to the Stage 2 Shares, to obtaining the Required Parent Shareholder Approval). The Conversion Shares have been duly reserved for issuance. The Convertible Shares (when issued, sold and delivered at the Closing against payment therefor in accordance with the provisions of this Agreement) (and all shares of Series B Preferred Stock issuable in exchange for any shares of Series A Preferred Stock), the Stage 2 Shares, and all of the Conversion Shares (when issued upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock), will all be duly and validly issued, fully paid and nonassessable, free and clear of any Liens (other than transfer restrictions of general applicability under the Securities Act). No Person has any preemptive right which would be triggered by reason of the issuance of the Convertible Shares, the shares of Series B Preferred Stock in exchange for shares of Series A Preferred Stock, the Stage 2 Shares or the Conversion Shares.

Valid Issuance of Parent Shares. Prior to the closing under the Stage 1 Purchase Agreement, Parent shall have (i) duly filed the Series A Preferred Stock Certificate of Designations and Series B Preferred Stock Certificate of Designations, in the forms attached as Exhibits B-1 and B-2 hereto, respectively, with the Secretary of State of the State of New York in accordance with all applicable provisions of the Business Corporation Law of the State of New York and (ii) delivered to the Investors a correct and complete official copy of such filing dated and stamped as accepted and filed by such Secretary of State. The issuance, sale and delivery by Parent of the Convertible Shares shares of Series A Preferred Stock and Series B Preferred Stock pursuant to this the Stage 1 Purchase Agreement (and the issuance and delivery of shares of Series B Preferred Stock issuable in exchange for any such shares of Series A Preferred Stock) and of the Stage 2 Convertible Shares in accordance with the Xxxxx 0 Xxxxxxxx Xxxxxxxxxthis Agreement, and the issuance and delivery of the Conversion Shares issuable upon conversion of all such shares of Series A Preferred Stock and Series B Preferred Stock, have been duly authorized by all necessary corporate action on the part of Parent (subject, with respect to the Stage 2 Convertible Shares, to obtaining the Required Parent Shareholder Approval). The Conversion Shares have been duly reserved for issuance. The Convertible Shares (when issued, sold and delivered at the Closing against payment therefor in accordance with the provisions of this Agreement) ), all shares of Series A Preferred Stock and Series B Preferred Stock deliverable pursuant to the Stage 1 Purchase Agreement (and all shares of Series B Preferred Stock issuable in exchange for any such shares of Series A Preferred Stock), the Stage 2 Shares, and all of the Conversion Shares (when issued upon conversion of such shares of Series A Preferred Stock and Series B Preferred Stock), will all be duly and validly issued, fully paid and nonassessable, free and clear of any Liens (other than transfer restrictions of general applicability under the Securities Act). No Person has any preemptive right which would be triggered by reason of the issuance of the Convertible Shares, the shares of Series B Preferred Stock in exchange for shares of Series A Preferred Stock, the Stage 2 1 Shares or the Conversion Shares.

Valid Issuance of Parent Shares. The issuance, sale and delivery by Parent of the Convertible Shares pursuant to this Agreement (and the issuance and delivery of shares of Series B Preferred Stock issuable in exchange for any shares of Series A Preferred Stock) and of the Stage 2 Shares in accordance with the Xxxxx 0 Xxxxxxxx XxxxxxxxxStage 2 Purchase Agreement, and the issuance and delivery of the Conversion Shares issuable upon Convxxxxxx Xxxxxx xxxxxxxx xxxn conversion of all such Series A Preferred Stock and Series B Preferred Stock, have been duly authorized by all necessary corporate action on the part of Parent (subject, with respect to the Stage 2 Shares, to obtaining the Required Parent Shareholder Approval). The Conversion Shares have been duly reserved for issuance. The Convertible Shares (when issued, sold and delivered at the Closing against payment therefor in accordance with the provisions of this Agreement) (and all shares of Series B Preferred Stock issuable in exchange for any shares of Series A Preferred Stock), the Stage 2 Shares, and all of the Conversion Shares (when issued upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock), will all be duly and validly issued, fully paid and nonassessable, free and clear of any Liens (other than transfer restrictions of general applicability under the Securities Act). No Person has any preemptive right which would be triggered by reason of the issuance of the Convertible Shares, the shares of Series B Preferred Stock in exchange for shares of Series A Preferred Stock, the Stage 2 Shares or the Conversion Shares.