Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock, and the Preferred Warrants and the Conversion Warrants, when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of Subscriber in this Agreement, will be issued in compliance with all applicable U.S. federal and state securities laws. The Conversion Shares and the Warrant Shares and the Preferred Stock issued upon exercise of the Preferred Warrants, when issued in accordance with the terms of the Certificate of Designation or the Conversion Warrants or the Preferred Warrants, as applicable, shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber of the Preferred Stock, will be issued in compliance with all applicable U.S. federal and state securities laws. The Preferred Stock, the Conversion Shares, the Conversion Warrants, the Preferred Warrants, and the Warrant Shares will be issued free of any preemptive rights. The Company currently has one million five hundred thousand (1,500,000) Conversion Shares reserved for issuance upon conversion of the Preferred Stock, including Preferred Stock issued upon exercise of the Preferred Warrants, and upon exercise of the Conversion Warrants.
Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock and the Conversion Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of Subscriber in this Agreement, will be issued in compliance with all applicable U.S. federal and state securities laws. The Conversion Shares and the Warrant Shares are duly authorized and, when issued in accordance with the terms of the Certificate of Designation or the Conversion Warrants, as applicable, shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber of the Preferred Stock, will be issued in compliance with all applicable U.S. federal and state securities laws. The Preferred Stock, the Conversion Shares, the Conversion Warrants and the Warrant Shares will be issued free of any preemptive rights. The Company currently has Two Million Eight Hundred Thousand (2,800,000) Conversion Shares reserved for issuance upon conversion of the Preferred Stock, and upon exercise of the Conversion Warrants.
Valid Issuance of Preferred Stock and Common Stock. (i) The shares of Preferred Stock and the shares of Common Stock, if any, issuable pursuant to Section 10 herein, when issued, sold and delivered in accordance with the terms herein, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations of the Purchaser in this Agreement, will be issued in compliance with all applicable federal and state securities laws.
(ii) The Outstanding Securities are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable U.S. federal and state securities laws. The Common Stock issuable upon conversion of the Preferred Stock when issued in accordance with the terms of the Preferred Stock shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber and any transferee of the Preferred Stock, will be issued in compliance with all applicable U.S. federal and state securities laws.
Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will have been issued in compliance with all applicable U.S. federal and state securities laws. The Common Stock issuable upon conversion of the Preferred Stock when issued in accordance with the terms thereof, shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of Subscriber and any transferee of the Preferred Stock, will be issued in compliance with all applicable U.S. federal and state securities laws.
Valid Issuance of Preferred Stock and Common Stock. The Series B-1 12.75% Preferred Stock being purchased by the Investors hereunder at the First Closing and Second Closing, the Series B-2 11.5% Preferred Stock being purchased by the Investors hereunder at the Third Closing, and the Series C Preferred Stock and the Common Stock that may be issued on conversion of the Preferred Stock when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and will be free of all Liens and restrictions on transfer other than restrictions under this Agreement, the Investor Rights Agreement, the Certificate of Incorporation, or the Certificates of Designation and under applicable state and federal laws. The Common Stock issuable upon conversion of the Preferred Stock or exercise of Warrants purchased under this Agreement has been or shall be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Series B-1 Certificate of Designation or the Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable and will be free of all Liens and restrictions on transfer other than restrictions on transfer under this Agreement, the Investor Rights Agreement or the Company’s Certificate of Incorporation and under applicable state and federal laws.
Valid Issuance of Preferred Stock and Common Stock. The Shares of Preferred Stock being issued to the Sellers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The shares of Common Stock of the Buyer issuable upon conversion of the Preferred Stock have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Buyer's Articles of Incorporation, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.
Valid Issuance of Preferred Stock and Common Stock. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company, enforceable in accordance with its terms. The Common Stock, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of the Subscriber in this Agreement, will be issued in compliance with all applicable federal, state, and other applicable securities laws.
Valid Issuance of Preferred Stock and Common Stock. The Preferred Stock when issued, sold and delivered in accordance with the terms hereof, for the consideration expressed herein, will be validly issued, fully paid and nonassessable and, based in part upon the representations of Subscriber in this Agreement, will be issued in compliance with all applicable
Valid Issuance of Preferred Stock and Common Stock. (a) The shares of Class AA Preferred Stock that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, and will be free of all Liens other than restrictions as set forth in this Agreement, the Articles or the other Transaction Documents and under applicable state and federal securities Laws.
(b) The Common Stock issuable upon conversion of the Class AA Preferred Stock being purchased pursuant to this Agreement, upon issuance in accordance with the terms of the Articles, will be duly and validly issued, fully paid and non-assessable and will be free of all restrictions imposed by or through the Company other than restrictions set forth in this Agreement, the Articles or the other Transaction Documents and under applicable state and federal securities Laws.
