Common use of Due Authorization and Valid Issuance Clause in Contracts

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and under any of the Transaction Documents, Documents and the Agreement and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceShares being purchased by the Investor under the Agreement will, sale upon issuance and delivery payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable, free and clear of any encumbrances. The Company has reserved from its duly authorized capital stock the Purchased Shares and Warrants in accordance with this Agreement, and the issuance number of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of pursuant to the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the CompanyAgreement. The Purchased Warrant Shares will, upon issuance and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and WarrantsCommon Stock Purchase Warrant, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with respect to the issuance of the Shares and the Warrants hereunder or the issuance of the Warrant Shares. For the purpose of this Agreement, the term "Transaction Documents" means this Agreement, the Common Stock Purchase Warrant, the Registration Rights Agreement and each of the other agreements and instruments to which the Company or the Investor is (or will be) a party or by which it is (or will be) bound in connection with the transactions contemplated hereby.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, Agreements and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuancePreferred Shares being purchased by the Investors under the Agreements will, sale upon issuance and delivery payment therefor pursuant to the terms hereof and of the Purchased other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock the number of Preferred Shares issuable pursuant to the Agreements. The Conversion Shares will, upon issuance and Warrants in accordance payment therefor pursuant to the terms thereof, be duly authorized, validly issued, fully-paid and nonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with this Agreement, and respect to the issuance of the Preferred Shares hereunder or the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power (i) All issued and authority to execute, deliver and perform its obligations under outstanding shares of the Transaction Documents, and the Transaction Documents Company's Common Stock have been duly authorized and validly executed issued, and are fully paid and nonassessable. The Company will use its best efforts to ensure that, at all times, a sufficient number of shares of its Common Stock are reserved for issuance upon conversion of the Shares (the "CONVERSION SHARES") and upon exercise of the Warrants (the "WARRANT SHARES"). When issued and delivered to the respective Purchaser or the respective Purchaser's custodian banks, as applicable, and paid for by the respective Purchaser in accordance with the terms and conditions of this Agreement, the Shares to be sold pursuant to such Units will be validly issued, fully paid and nonassessable and will be delivered by the Company free and constitute the legalclear of all liens, valid and binding agreement of the Company enforceable against the Company in accordance with their respective termspledges, claims, encumbrances, security interests or other restrictions, except for restrictions on transfer imposed to ensure compliance with the Securities Act of 1933, as amended (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe "SECURITIES ACT"). The issuance, sale and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable restrictions specified in Section 5.5(a) hereof. When issued and delivered upon conversion of the Purchased Shares in accordance with the terms and conditions of the Warrant Shares issuable Certificate of Designation or upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrantsrespectively, will shall be duly and validly issued, fully paid and non-assessablenonassessable and will be delivered by the Company free and clear of all liens, pledges, claims, encumbrances, security interests or other restrictions, except for restrictions on transfer imposed to ensure compliance with the Securities Act and the restrictions specified in Section 5.5(a) hereof. Neither the issuance of the Shares, the Warrants, the Conversion Shares or the Warrant Shares will be subject to any preemptive or similar rights.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement (the “Transaction Documents”), and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally generally, and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceSeries E Shares have been duly authorized and, sale and delivery of the Purchased Shares and Warrants upon issuance in accordance with the terms of this Agreement, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof, and the issuance Series E Shares shall be fully paid and nonassessable. As of the Conversion Shares issuable upon conversion of Closing Date, the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, Company shall have been duly authorized and reserved for issuance, as issuance a number of shares of Common Stock which equals the case may be, by all necessary corporate action on the part number of the CompanyConversion Shares. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor Upon conversion in accordance with the provisions Certificate of this AgreementDesignation, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessablenonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuancePreferred Shares being purchased by the Investor hereunder will, sale upon issuance and delivery of the Purchased Shares and Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued therefore pursuant to the terms of the Purchased Shares and Warrantshereof, will be duly and authorized, validly issued, fully paid and non-assessablenonassessable. The Company has reserved from its duly authorized capital stock: (a) the number of Preferred Shares issuable pursuant to this Agreement, (b) the number of shares of Common Stock issuable upon conversion of the Preferred Stock the (“Conversion Shares”), and (c) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares (referred to together as the “Underlying Shares”) will, upon issuance and payment therefor pursuant to the terms thereof, be duly authorized, validly issued, fully paid and nonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Transaction DocumentsAncillary Agreements, and this Agreement and the Transaction Documents Ancillary Agreements have been duly authorized and validly executed and delivered by the Company and constitute constitutes the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective its terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceNotes have been be duly authorized and, sale upon issuance and delivery of payment therefore pursuant to the Purchased Shares and Warrants in accordance with this Agreementterms hereof, and the issuance of the will be validly issued. The Preferred Conversion Shares issuable will be, upon issuance in connection the conversion of the Purchased Notes, duly authorized, validly issued, fully-paid and nonassessable. The Common Conversion Shares will be, upon issuance in connection the conversion of the Preferred Conversion Shares, duly authorized, validly issued, fully-paid and nonassessable. The Warrants will be, upon issuance in connection with the conversion of the Notes, duly authorized, validly issued, fully-paid and nonassessable. The Warrant Shares issuable will be, upon issuance in connection the exercise of the Warrants, have been duly authorized and reserved for issuanceauthorized, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully fully-paid and non-assessablenonassessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents, and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Additional Purchased Shares and the Additional Warrants in accordance with this Agreement, and the issuance of the Conversion Shares issuable upon conversion of the Additional Purchased Shares and the Additional Warrant Shares issuable upon exercise of the Additional Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Additional Purchased Shares and Additional Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and the Additional Warrant Shares, when issued pursuant to the terms of the Additional Purchased Shares and the Additional Warrants, will be duly and validly issued, fully paid and non-assessable.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement and under any of the Transaction Documents, Documents and the Agreement and the Transaction Documents have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws, or (ii) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceShares being purchased by the Investor under the Agreement will, sale upon issuance and delivery payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable, free and clear of any encumbrances. The Company has reserved from its duly authorized capital stock the Purchased Shares and Warrants in accordance with this Agreement, and the issuance number of the Conversion Shares issuable upon conversion of the Purchased Shares and the Warrant Shares issuable upon exercise of pursuant to the Warrants, have been duly authorized and reserved for issuance, as the case may be, by all necessary corporate action on the part of the CompanyAgreement. The Purchased Warrant Shares will, upon issuance and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and WarrantsCommon Stock Purchase Warrant, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable. There are no statutory or contractual preemptive rights or rights of refusal or similar rights with respect to the issuance of the Shares and the Warrants hereunder or the issuance of the Warrant Shares. For the purpose of this Agreement, the term “Transaction Documents” means this Agreement, the Common Stock Purchase Warrant, the Registration Rights Agreement and each of the other agreements and instruments to which the Company or the Investor is (or will be) a party or by which it is (or will be) bound in connection with the transactions contemplated hereby.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements, and the Transaction Documents Agreements have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuance, sale and delivery of the Purchased Common Shares and the Warrants are duly authorized and, upon issuance in accordance with this Agreementthe terms hereof, shall be validly issued and free from all taxes, liens and charges with respect to the issue thereof and the issuance Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Common Stock. As of the Conversion Shares issuable upon conversion of Closing Date, the Purchased Shares and the Warrant Shares issuable upon exercise of the Warrants, Company shall have been duly authorized and reserved for issuance, as issuance a number of shares of Common Stock that equals the case may be, by all necessary corporate action on the part number of the CompanyWarrant Shares. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor Upon exercise in accordance with the provisions of this AgreementWarrant, and the Conversion Warrant Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrants, will be duly and validly issued, fully paid and non-assessablenonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

Due Authorization and Valid Issuance. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction DocumentsAgreements and the Warrants, and the Transaction Documents Agreements and the Warrants have been duly authorized and validly executed and delivered by the Company and constitute the legal, valid and binding agreement agreements of the Company enforceable against the Company in accordance with their respective terms, except (i) as rights to indemnity and contribution which may be limited by state or federal securities laws or the public policy underlying such laws, or (ii) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The issuanceCommon Shares and Preferred Shares being purchased by the Investors under the Agreements will, sale upon issuance and delivery payment therefor pursuant to the terms hereof and of the Purchased other Agreements, be duly authorized, validly issued, fully-paid and nonassessable. The Company has reserved from its duly authorized capital stock: (i) the number of Common Shares and Warrants in accordance with this Agreementand/or Preferred Shares issuable pursuant to the Agreements, and (ii) the issuance number of the Conversion Shares shares of Common Stock issuable upon conversion of the Purchased Preferred Stock (the “Conversion Shares”), and (iii) the number of Warrant Shares issuable upon the exercise of the Warrants. The Conversion Shares and the Warrant Shares issuable will, upon exercise of the Warrants, have been duly authorized issuance and reserved for issuance, as the case may be, by all necessary corporate action on the part of the Company. The Purchased Shares and Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares and Warrant Shares, when issued pursuant to the terms of the Purchased Shares and Warrantsthereof, will be duly and authorized, validly issued, fully fully-paid and non-assessablenonassessable.