Common use of Valid Issuance of the Shares and Warrant Shares Clause in Contracts

Valid Issuance of the Shares and Warrant Shares. The Shares being purchased by the Investors hereunder will, upon issuance pursuant to the terms hereof, and the Warrant Shares will, upon exercise of the Warrants in accordance with their terms, be duly authorized, validly issued, fully paid and nonassessable and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares and Warrant Shares. The Shares being purchased by the Investors hereunder will, upon issuance pursuant to the terms hereof, and the Warrant Shares will, upon exercise of the Warrants in accordance with their terms, be duly authorized, authorized and validly issued, fully paid and nonassessable andnonassessable. Upon issuance in accordance with this Agreement and the Warrant Certificates, assuming the accuracy of each Investor’s representations in this Agreement, Warrant Share will be duly authorized and validly issued, sold fully paid and delivered in compliance with all applicable federal and state securities lawsnonassessable.

Valid Issuance of the Shares and Warrant Shares. The Shares being purchased by the Investors hereunder will, upon issuance pursuant to the terms hereof, and the Warrant Shares will, upon exercise of the Warrants in accordance with their terms, be duly authorized, validly issued, fully paid and nonassessable and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities lawsnonassessable.

Valid Issuance of the Shares and Warrant Shares. The Shares being purchased by the Investors hereunder willShares, upon issuance pursuant to the terms hereof, and the Warrant Shares willShares, when issued upon exercise of the Warrants in accordance with their terms, will be duly authorized, and validly issued, fully paid and nonassessable non-assessable and, assuming the accuracy of each Investor’s the Investors’ representations in this AgreementAgreement at the time of each such issuance, will be issued, sold and delivered issued in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares and Warrant Shares. The Shares being purchased by the Investors hereunder will, upon issuance pursuant to the terms hereof, and the Warrant Shares will, upon exercise of the Warrants in accordance with their terms, be duly authorized, validly issued, fully paid and nonassessable and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities laws.. 3.5