Common use of Authorization of Issuance Clause in Contracts

Authorization of Issuance. At the Closing, Preferred Shares to be acquired by the Purchasers from the Company will be duly authorized and validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights, and the Conversion Shares and Warrant Shares will be duly authorized and reserved for issuance, and, upon issuance thereof upon conversion of the Preferred Shares in accordance with the terms of the Preferred Stock Certificate of Designations and the exercise of the Warrants in accordance with their terms, as applicable, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers, the issuance of the Preferred Shares to the Purchasers at the Closing, the issuance of the Conversion Shares upon conversion of the Preferred Shares and the issuance of the Warrant Shares upon the exercise of the Warrants will be exempt from the registration requirements of the Securities Act and applicable state securities laws.

Authorization of Issuance. At the Closing, (i) the Bridge Preferred ------------------------- Shares to be acquired by the Purchasers from the Company will be duly authorized and validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights, rights and (ii) the Conversion Shares and Warrant Shares will be duly authorized and reserved for issuance, and, and upon issuance thereof upon conversion of the Bridge Preferred Shares and the Permanent Preferred Shares in accordance with the terms of the Bridge Preferred Stock Certificate of Designations and the exercise Permanent Preferred Stock Certificate of the Warrants in accordance with their termsDesignations, as applicable, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights. Assuming the accuracy of the representations and warranties of the PurchasersPurchasers set forth in Section 5.5 hereof, the issuance of the Bridge Preferred Shares to the Purchasers at the Closing, Closing and the issuance of the Conversion Shares upon conversion of the Bridge Preferred Shares and the issuance of the Warrant Permanent Preferred Shares upon the exercise of the Warrants will be exempt from the registration requirements of the Securities Act and applicable state securities laws.

Authorization of Issuance. At the Closing, (i) the Bridge Preferred Shares to be acquired by the Purchasers from the Company will be duly authorized and validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights, rights and (ii) the Conversion Shares and Warrant Shares will be duly authorized and reserved for issuance, and, and upon issuance thereof upon conversion of the Bridge Preferred Shares and the Permanent Preferred Shares in accordance with the terms of the Bridge Preferred Stock Certificate of Designations and the exercise Permanent Preferred Stock Certificate of the Warrants in accordance with their termsDesignations, as applicable, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights. Assuming the accuracy of the representations and warranties of the PurchasersPurchasers set forth in Section 5.5 hereof, the issuance of the Bridge Preferred Shares to the Purchasers at the Closing, Closing and the issuance of the Conversion Shares upon conversion of the Bridge Preferred Shares and the issuance of the Warrant Permanent Preferred Shares upon the exercise of the Warrants will be exempt from the registration requirements of the Securities Act and applicable state securities laws.