Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. persons, to personal liability by reason of being such holders. There are no pre- emptive rights of any shareholder of Seller.
Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. At least 200% of the number of shares of Common Stock issuable upon conversion of all the Debentures issued pursuant to this Offering have been duly and validly reserved for issuance, or alternative arrangements agreed to in writing to cover the contingency of their being insufficient reserved shares or stockholder approval to authorize additional shares as described in the proxy statement for the August 31, 1998 meeting has or will be obtained and, upon issuance shall be duly and validly issued, fully paid, and non-assessable (the "Reserved Shares"). From time to time, the Company shall keep such additional shares of Common Stock reserved so as to allow for the conversion of all the Debentures issued pursuant to this offering. Prior to conversion of all the Debentures, if at anytime the conversion of all the Debentures outstanding would result in an insufficient number of authorized shares of Common Stock being available to cover all the conversions, then in such event, the Company will move to call and hold a shareholder's meeting within 60 days of such event for the purpose of authorizing additional shares of Common Stock to facilitate the conversions. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchaser's right to convert the Debentures as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligation of the Company to make the payments set forth in Section 4(h).
Concerning the Securities. The issuance, sale and delivery of the Shares have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally.
Concerning the Securities. The Securities have been duly authorized and the Preferred Shares, when issued and paid for in accordance with this Agreement, and the Common Shares, when issued upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be, will be duly and validly issued, fully paid and non-assessable and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive rights of any stockholder of the Company, as such, to acquire any of the Securities. The Common Stock is listed for trading on the Nasdaq SmallCap Market ("Nasdaq") and (1) the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since January 1, 1994 by the National Association of Securities Dealers, Inc. of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq and (3) no suspension of trading in the Common Stock is in effect.
Concerning the Securities. This Agreement, the Registration Rights Agreement and the issuance, sale and delivery of the Shares have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued and enforceable as binding agreements of the Company in accordance with their terms, subject to the laws of bankruptcy and creditors' rights generally. A minimum of 2,000,000 shares of Common Stock have been duly and validly reserved for issuance and, upon issuance shall be duly and validly issued, fully paid, and nonassessable (the "Reserved Shares"). The Company agrees that it will comply with all terms of the Registration Rights Agreement attached hereto as Exhibit A. Prior to registration of all the Shares, if at anytime the registration of all the Shares outstanding results in an insufficient number of Reserved Shares being available to cover all the Shares sold in this Offering, then in such event, the Company will move to call and hold a shareholder's meeting within 45 days of such event for the purpose of authorizing additional Shares to facilitate the registration. In such an event the Company shall recommend to all shareholders to vote their shares in favor of increasing the authorized number of shares of Common Stock. Seller represents and warrants that under no circumstances will it deny or prevent Purchasers right to sell the Shares as permitted under the terms of this Subscription Agreement or the Registration Rights Agreement. Nothing in this Section shall limit the obligations of the Company to make the payments set forth in paragraph 4(h).
Concerning the Securities. The Issuer may, subject to the Conditions, from time to time with the approval of the Trustee and the Registrar promulgate regulations concerning the carrying out of transactions relating to the Securities and the forms and evidence to be provided (the “Regulations”). All such transactions shall be made subject to the Regulations. The initial Regulations are set out in Schedule 1.
Concerning the Securities. The Securities have been duly authorized and the Shares, when issued and paid for in accordance with this Agreement, and the Warrant Shares, when issued upon due exercise of the Warrants will be duly and validly issued, fully paid, non-assessable and free from liens, and will not subject the holder thereof to personal liability by reason of being such holder. There are no preemptive or similar rights of any security holder of the Company or any other person to acquire any securities issued by the Company. The Common Stock currently is listed for trading on the Nasdaq National Market System ("Nasdaq") and, except as set forth in Schedule 3(c), (i) the Company and the Shares, the Warrant Shares and the Common Stock meet the currently applicable criteria for continued listing and trading on Nasdaq; (ii) the Company has not been notified in the last two years by Nasdaq of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; (iii) no suspension of trading in the Common Stock is in effect; (iv) the Company knows of no reason that the Shares and the Warrant Shares will not be eligible for listing on Nasdaq; and (v) the Company has delivered to Nasdaq all required notices.
Concerning the Securities. The issuance, sale and delivery of the Debentures have been duly authorized by all required corporate action on the part of Seller, and when issued, sold and delivered in accordance with the terms hereof and thereof for the consideration expressed herein and therein, will be duly and validly issued, fully paid and non-assessable. The Common Stock issuable upon conversion of the Debenture has been or will be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Debentures, shall be duly and validly issued, fully paid, and non-assessable and will not subject the holders thereof, if such persons are non-U.S. Persons, to personal liability by reason of being such holders. There are no pre-emptive rights of any shareholder of Seller except as otherwise disclosed in the reports filed by the Company with the Securities and Exchange Commission.
Concerning the Securities. The issuance, sale and delivery of the Securities and the shares of Common Stock issuable upon the conversion or exercise thereof are within the Company's corporate powers and have been duly authorized by all required corporate action on the part of the Company and its stockholders and when such securities are issued, sold and delivered in accordance with the terms hereof and the Securities for the consideration expressed herein and in the Securities, such securities will be duly and validly issued, fully paid and nonassessable. There are no preemptive rights of any shareholders of the Company.
Concerning the Securities. There are no preemptive rights of any stockholder of the Company to acquire the Securities which have not been waived.
