Common use of Valid Issuance of the Shares Clause in Contracts

Valid Issuance of the Shares. The Shares, upon payment therefor by the Purchaser in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents and will not be subject to any preemptive rights or similar rights.

Valid Issuance of the Shares. The SharesShares will be, upon payment therefor by the Purchaser Purchasers in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents Documents, with respect to the issuance of such Shares and will not be subject to any preemptive rights or similar rights.

Valid Issuance of the Shares. The SharesShares will be duly and validly authorized and, upon payment therefor by the Purchaser in accordance with when issued and paid for pursuant to this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, and shall be free and clear from of all taxes encumbrances and liens, claims and encumbrances imposed restrictions (other than those created by the CompanyInvestor), other than except for restrictions on transfer provided for set forth in the Transaction Documents and will not be subject to any preemptive rights this Agreement or similar rightsimposed by applicable securities laws.

Valid Issuance of the Shares. The Shares, upon Upon payment therefor by the Purchaser in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of the Purchase Price, the Shares in accordance with the Certificate of Designation, will shall be duly authorized, and validly issuedissued and outstanding, fully paid and non-assessablenonassessable, free and clear from all taxes and of any liens, claims and pledge, security interest, or other encumbrances imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents and will not be (though subject to any preemptive rights the restrictions or similar rightstransfer as detailed herein) and, based in part on the representations and warranties of Investor, will be issued in compliance with all applicable federal and state securities laws.

Valid Issuance of the Shares. The SharesShares being purchased hereunder will, upon payment therefor by issuance pursuant to the Purchaser in accordance with this Agreementterms hereof, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, authorized and validly issued, fully paid and non-assessablenonassessable, and free and clear from of all taxes and liens, claims encumbrances and encumbrances restrictions imposed by law or the Company, other than Company except for restrictions on transfer provided for set forth herein or in the Transaction Documents and will not be subject to any preemptive rights Registration Rights Agreement or similar rightsimposed by applicable securities laws.

Valid Issuance of the Shares. The Shares, upon payment therefor by the Purchaser in accordance with this Agreement, and the Underlying SharesShares have been duly authorized and, when issued upon conversion of the Shares and delivered to Purchasers against payment therefor in accordance with the Certificate terms of Designationthis Agreement, will be duly authorized, validly issued, fully paid and non-assessable, assessable and will be free and clear from all taxes and liens, claims and encumbrances imposed by with respect to the Company, other than restrictions on transfer provided for in the Transaction Documents issuance of such Shares and will not be subject to any preemptive pre-emptive rights or similar rights.

Valid Issuance of the Shares. The Shares, upon payment therefor by the Purchaser Purchasers in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable, free and clear from all taxes and liens, claims and encumbrances imposed by the Company, other than restrictions on transfer provided for in the Transaction Documents and will not be subject to any preemptive rights or similar rights.

Valid Issuance of the Shares. The SharesShares are duly authorized and, upon payment therefor by the Purchaser when issued and paid for in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, and validly issued, fully paid and non-assessable, free and clear from of all taxes and liens, claims charges, pledges, security interests, and encumbrances imposed by the Companyencumbrances, other than restrictions on transfer provided for in the Transaction Documents under this Agreement and will not be subject to any preemptive rights or similar rightsunder applicable state and federal securities laws.

Valid Issuance of the Shares. The Shares, upon payment therefor by the Purchaser in accordance with this Agreement, Shares are duly authorized and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be are duly authorized, and validly issued, fully paid and non-assessablenonassessable, free and clear from all taxes and taxes, liens, claims claims, encumbrances and encumbrances charges with respect to the issue thereof imposed by the Company; provided, other than however, that the Shares may be subject to restrictions on transfer provided for in the Transaction Documents and will not be subject to any preemptive rights under state and/or federal securities laws or similar rightsas otherwise set forth herein.

Valid Issuance of the Shares. The SharesShares have been duly and validly authorized and, upon payment therefor by the Purchaser in accordance with when issued and paid for pursuant to this Agreement, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessablenonassessable, and shall be free and clear from of all taxes encumbrances and liens, claims and encumbrances imposed restrictions (other than those created by the CompanyPurchasers), other than except for restrictions on transfer provided for set forth in the Transaction Documents and will not be subject to any preemptive rights or similar rightsimposed by applicable securities laws.

Valid Issuance of the Shares. The Shares, upon Upon issuance and payment therefor by the Purchaser in accordance with this Agreement, and the Underlying Shares, when issued upon conversion of for the Shares in accordance with the Certificate terms of Designationthis Agreement, will the Shares shall be duly authorized, (i) validly authorized and issued, fully paid and non-assessable, (ii) free and clear from all taxes taxes, liens and liens, claims charges with respect to the issuance thereof and encumbrances imposed by (iii) entitled to the rights and preferences set forth in the Company, other than restrictions on transfer provided for in the Transaction Documents and will not be subject to any preemptive rights or similar rights’s Certificate of Incorporation.

Valid Issuance of the Shares. The SharesShares being purchased hereunder will, upon payment therefor by issuance pursuant to the Purchaser in accordance with this Agreementterms hereof, and the Underlying Shares, when issued upon conversion of the Shares in accordance with the Certificate of Designation, will be duly authorized, authorized and validly issued, fully paid and non-assessable, nonassessable and free and clear from all taxes and taxes, liens, claims and encumbrances imposed by with respect to the Company, issue thereof other than the restrictions on transfer provided for in the Transaction Documents herein and will shall not be subject to any preemptive rights or other similar rightsrights of shareholders of the Company and will not impose personal liability upon the holder thereof.