Valid Issuance of Warrants. The Warrants, when issued in accordance with the terms thereof, will be free of restrictions on transfer, other than restrictions on transfer under Applicable Law. The Warrants, when issued, will be in the form contemplated by the Warrant Agreement. The Warrants have been duly and validly authorized for issuance by the Company, and, when executed and delivered by the Company, authenticated by the Warrant Agent and delivered to the Purchaser, in accordance with the terms of this Agreement and the Warrant Agreement, the Warrants will have been duly executed, issued and delivered by the Company and will constitute legal, valid and binding obligations of the Company, entitled to the benefits of the Warrant Agreement and the Registration Rights Agreement and enforceable against the Company in accordance with their terms, except for the Enforcement Exceptions.
Valid Issuance of Warrants. (i) The Warrants have been duly executed and delivered by the Parent Guarantor, have been duly authorized and validly issued free and clear of all liens, encumbrances, equities and claims, are fully paid and non-assessable, and constitute the legal, valid and binding obligations of the Parent Guarantor, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and subject to general principles of equity.
(ii) The shares of Class A Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances, equities and claims and without violation of any preemptive rights.
Valid Issuance of Warrants. The Warrant Shares, when issued, sold and delivered in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable and, based in part upon the representations of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Series D Preferred Stock or Conversion Stock, when issued, sold and delivered upon conversion of the Notes in accordance with their terms, will be fully paid and nonassessable and, based in part upon the representations of the Lenders in this Agreement, will be issued in compliance with all applicable federal and state securities laws.
Valid Issuance of Warrants. The Warrants that are being issued to the Banks hereunder, when issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, nonassessable, free of restrictions on transfer other than restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws and, assuming the accuracy of each of the Bank’s representations and warranties set forth in Article 3 of this Agreement, the Warrants will have been issued in compliance with all applicable state and federal securities laws. The securities issuable upon exercise of the Warrants, upon issuance in accordance with the terms of the Warrants, will be duly and validly issued, fully paid, nonassessable, free of restrictions on transfer other than restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws and will have been issued in compliance with all applicable state and federal securities laws.
Valid Issuance of Warrants. The Warrants, when issued in accordance with the terms thereof, will be free of restrictions on transfer, other than restrictions on transfer under applicable securities laws. The Warrants, when issued, will be in the form contemplated by the Warrant Agreement. The Warrants have been duly and validly authorized for issuance by the Parent, and, when executed and delivered by the Parent, authenticated by the Warrant Agent and delivered to the Purchaser, in accordance with the terms of this Agreement and the Warrant Agreement, the Warrants will have been duly executed, issued and delivered by the Parent and will constitute legal, valid and binding obligations of the Parent, entitled to the 9benefits of the Warrant Agreement and the Registration Rights Agreement and enforceable against the Parent in accordance with their terms.
Valid Issuance of Warrants. The Warrants have been or will be prior to the applicable Conversion Date duly created and authorized for issuance and, when issued and delivered by the Corporation upon conversion of the Debenture in accordance with its terms, will be validly issued.
Valid Issuance of Warrants. 20 5.6 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 5.7
Valid Issuance of Warrants. The Warrants are duly authorized, and the shares of stock of Parent subject to the Warrants are reserved for issuance. When issued and delivered in accordance with the terms of the Warrants for the consideration provided for therein, the stock issued under the Warrants shall be duly and validly issued, fully paid and nonassessable and free of preemptive rights.
Valid Issuance of Warrants. 4 4.04 Authority................................................. 4 4.05
Valid Issuance of Warrants. The Warrants and the Warrant Shares are duly authorized and, when issued, sold and delivered and paid for in accordance with the terms hereof or the Warrants, as the case may be, will be duly and validly authorized and issued, fully paid and nonassessable, free from all taxes, liens, claims, encumbrances and charges with respect to the issue thereof; provided, however, that the Warrants and the Warrant Shares may be subject to restrictions on transfer under state and/or federal securities laws or as otherwise set forth herein. The issuance, sale and delivery of the Warrants and the Warrant Shares in accordance with the terms hereof or the Warrants, as the case may be, will not be subject to preemptive rights of stockholders of the Company. The Warrant Shares have been duly reserved for issuance upon exercise of the Warrants.
