Common use of Authorized Securities Clause in Contracts

Authorized Securities. The Stock to be issued and sold by the Company to the Underwriters hereunder has been duly and validly authorized and, when issued and delivered against payment therefor as provided herein will be duly and validly issued, fully paid, non-assessable and free and clear of any preemptive or other similar rights, and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Stock is not subject to any preemptive or similar rights. The Warrant Shares have been duly authorized and reserved for issuance, conform to the description thereof in the General Disclosure Package and the Prospectus and have been validly reserved for issuance and will, upon exercise of the Representatives’ Warrants (as defined below) and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or be subject to preemptive or similar rights to subscribe for or purchase securities of the Company and the holders thereof will not be subject to personal liability by reason of being such holders. The issuance of the Representatives’ Securities (as defined below) out of the Company’s authorized capital has been duly authorized.