Common use of Authorization of Shares Clause in Contracts

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Shares”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (ai) the sale and issuance to Purchaser(s) the Purchasers of the Shares shares of Common Stock, (ii) the sale and issuance to the Purchasers of the Warrants, and (biii) the issuance of such shares of Common Stock to be issued upon conversion exercise of the Preferred Shares Warrants (the “Preferred Warrant Shares”).

Authorization of Shares. The Company Buyer has authorized (a) and reserved the sale and issuance to Purchaser(s) of the Shares and (b) the issuance of such shares of Common Stock to be issued acquired upon conversion of the Preferred Shares (the “Preferred Shares”)thereof.

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance reservation of such shares of Common Stock to be issued for issuance upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchaser of the Shares and (b) the issuance of such shares of the Company’s Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon the proper conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Charter”).

Authorization of Shares. The On or prior to the Closing (as defined in Section 2 below), the Company has shall have authorized (a) the sale and issuance to Purchaser(s) Purchaser of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “"Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation of Series A Preferred Shares”Stock, in the form attached hereto as Exhibit A (the "Certificate of Designation").

Authorization of Shares. The On or prior to the Closing, the Company has shall have authorized (a) the initial sale and issuance to Purchaser(sPurchaser of 1,860,000 shares of Series A Preferred Stock (the "Shares") of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “"Conversion Shares"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation, Rights, and Limitations of the Series A Preferred Shares”Stock of the Company in the form attached hereto as Exhibit A (the "Certificate of Designation").

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance reservation of such shares of Common Stock to be issued for issuance upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) of the Shares to the Purchasers and (b) the issuance of such the shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares will have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation to the Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit B (the “Certificate of Designation”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchaser of the Shares and (b) the issuance of such shares of Common Stock Stock, par value $0.001 per share, of the Company (“Common Stock”) to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached as Exhibit A (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) of the Shares to the Purchasers and (b) the issuance of such the shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred "Conversion Shares”"). The Shares and the Conversion Shares will have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the "Restated Charter").

Authorization of Shares. The On or prior to the Closing (as defined in Section 2.1 hereof), the Company has authorized shall have authorized: (a) the sale and issuance to Purchaser(s) Purchaser of the Shares Common Shares; and (b) the issuance of such shares of Common Stock common stock, par value $0.001 per share, to be issued upon conversion of the Preferred Warrant Shares (the “Preferred Conversion Shares”).

Authorization of Shares. The On or prior to the date hereof, the Company has shall have authorized (ai) the sale and issuance to Purchaser(s) Purchaser of the Shares and (bii) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred "Conversion Shares”"). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate of Incorporation of the Company, as amended, in the form attached hereto as Exhibit B (the "Restated Certificate").

Authorization of Shares. (a) The Company has authorized (a) the sale and issuance to Purchaser(s) of the Shares and (bi) the issuance and sale to the Purchasers of such 25,000 shares of Common Series B Preferred Stock and (ii) the issuance and sale to be issued upon conversion the Purchasers of the 20,000 shares of Series C Preferred Shares (the “Preferred Shares”)Stock.

Authorization of Shares. (a) The Company has authorized (a) the ----------------------- sale and issuance to Purchaser(s) Purchaser of the Shares and (b) the issuance of such 8,000,000 shares of Common Stock (the "Shares") and the issuance to be issued upon conversion Purchaser of the Preferred Shares (Warrants. The shares of Common ------ Stock issuable upon the “Preferred exercise of the Warrants shall be referred to herein as the "Warrant Shares”).". --------------

Authorization of Shares. The Company has authorized (ai) the sale and issuance to Purchaser(s) the Purchaser of the Shares shares of Common Stock, (ii) the sale and issuance to the Purchaser of the Warrant, and (biii) the issuance of such shares of Common Stock to be issued upon conversion exercise of the Preferred Shares Warrant (the “Preferred Warrant Shares”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation to the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Certificate of Designation”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of shares of Series C Preferred (the Shares “Shares”), and (b) the issuance of such shares of Series A Common Stock to be issued upon conversion of the Series C Preferred Shares (the “Preferred Conversion Shares”). The Series C Preferred and Series A Common have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) the Investor of the Shares Note and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares Note (the “Preferred Conversion Shares”).. The Note shall be in the form attached hereto as Exhibit A.

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Peerless of the Preferred Shares and (b) the issuance of such shares of Common Stock to be issued issuable upon conversion of the Preferred Shares (the “"Conversion Shares"). The Preferred Shares”Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A (the "Restated Charter").

Authorization of Shares. The Company has authorized (ai) the sale and issuance to Purchaser(s) Purchaser of the Shares (defined below) and (bii) the issuance of such shares of Common Stock Shares (defined below) to be issued upon conversion of the Preferred Shares. The Shares (and the “Preferred Shares”)Common Shares have the rights, preferences, privileges and restrictions set forth in the Certificate of Designation.

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) the Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred Conversion Shares”). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the “Restated Charter”).

Authorization of Shares. The Company has authorized (a) the sale and issuance to Purchaser(s) Purchasers of the Shares and (b) the issuance of such shares of Common Stock to be issued upon conversion of the Preferred Shares (the “Preferred "Conversion Shares”"). The Shares and the Conversion Shares have the rights, preferences, privileges and restrictions set forth in the Amended and Restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit B (the "Restated Charter").