Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued, delivered in accordance with the terms of the Transaction Documents, shall be duly and validly issued, free and clear of any Liens imposed by or through the Company. Assuming the accuracy of each Holder’s representations contained herein, the issuance of the Securities under this Agreement shall be effected in compliance with all applicable Governmental Requirements.

Due Authorization; Valid Issuance. The Securities are duly authorized and, when issued, sold and delivered in accordance compliance with the terms of this Agreement and the Transaction DocumentsNotes, shall be duly and validly issued, free and clear of any Liens liens imposed by or through the Company. Assuming the accuracy of each HolderInvestor’s representations contained herein, the issuance and sale of the Securities under this Agreement and the Notes shall be effected in compliance with all applicable Governmental Requirementsfederal and state securities laws.