Common use of Valid Issuance of Shares and Warrants Clause in Contracts

Valid Issuance of Shares and Warrants. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration 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 the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. The Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares and Warrants will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares and exercise of the Warrants has been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designations or Warrants, as applicable, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares and exercise of the Warrants will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Shares and Warrants. The Shares, when issued, sold Series B Preference Shares and delivered in accordance with the terms and for the consideration 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 the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. The Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued as fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreementsthis Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming Based in part on the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to filings pursuant to Regulation D of the filings described in Section 2.6(ii) belowSecurities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, the offer, sale and issuance of the Series B Preference Shares and Warrants to be issued pursuant to and in conformity with the terms of this Agreement and the issuance of the Ordinary Shares, if any, to be issued upon conversion or exercise thereof for no additional consideration and pursuant to the M&A, will be issued in compliance with all applicable federal and state securities laws. The Common Stock Ordinary Shares issuable upon conversion of the Series B Preference Shares and upon exercise or conversion of the Warrants has have been duly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designations or Warrants, as applicableM&A, will be duly authorized, validly issued, issued as fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreementsthis Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 belowfilings pursuant to Regulation D of the Securities Act and applicable state securities laws, the Common Stock Ordinary Shares issuable upon conversion of the Series B Preference Shares and upon exercise or conversion of the Warrants will be issued in compliance with all applicable federal and state securities laws.