Duly Issued. Upon issuance and delivery to the Investor of the Investor’s Common Stock against payment of the purchase price therefore pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable shares of Common Stock, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.
Duly Issued. All of the outstanding shares of capital stock of the Company are duly and validly authorized and issued, fully paid and non-assessable and all outstanding warrants representing binding obligations of the Company to issue additional shares in accordance with the terms thereof.
Duly Issued. The shares of the Common Stock issuable upon conversion of the Debentures, upon such conversion, will be validly issued, fully paid and nonassessable.
Duly Issued. Upon issuance and delivery to the Investor of the Debenture (and the Debenture Shares) and the Warrant (and the Warrant Shares) against payment of the purchase price therefore, such securities will be validly issued, fully paid and non-assessable, and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company.
Duly Issued. All of the Aero Shares when issued under the terms hereof will be duly and validly authorized and issued, fully paid, non-assessable outstanding capital stock of the Company.
Duly Issued. The shares of the Common Stock issuable upon exercise of the Warrants, upon such exercise and upon payment of the Warrant Price provided therein, will be validly issued, fully paid and nonassessable.
Duly Issued. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid and non-assessable. Upon issuance and delivery to the Investor of the 15,000 shares of the 10% Preferred Stock and the 6 shares of Series C Preferred Stock against payment of the purchase price therefor pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable, and free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever. The issuance and sale of the 10% Preferred Stock and the Series C Preferred Stock pursuant hereto will not give rise to any preemptive rights or rights of first refusal and will not violate any laws to which the Company or any of its assets are subject. The shares of Common Stock issuable upon exercise of the Warrants have been reserved for issuance, and when issued upon exercise, will be duly authorized, validly issued and outstanding, fully paid and nonassessable.
Duly Issued. All of the issued and outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and non- assessable. Upon issuance and delivery to each of the Investors of the number of shares of Common Stock set forth opposite each Investor's name on Schedule A against payment of the purchase price therefor pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable.
Duly Issued. All of the issued and outstanding shares of Common Stock have been duly authorized, are validly issued, fully paid and non- assessable. Upon issuance and delivery to each of the Investors of the number of shares of the Series A Preferred Stock and Common Stock set forth opposite each Investor's name on Schedule A against payment of the purchase price therefor pursuant to this Agreement, such shares will be validly issued, fully paid and non-assessable. The shares of Series A Preferred Stock, upon issuance pursuant to this Agreement, will have the rights and preferences set forth in the Certificate of Designation. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock have been reserved for issuance based upon the initial Conversion Price (as defined in the Certificate of Designation), and when issued upon conversion, will be duly authorized, validly issued and outstanding, fully paid and nonassessable.
Duly Issued. Upon issuance by Diagnostics of the Distribution Shares, such shares will be validly issued, fully paid and non-assessable, and will vest in their holders legal and valid title to the Distribution Shares, free and clear of all liens, security interests, restrictions, options, proxies, voting trusts or other encumbrances.
