Common use of Exemption from Registration; Valid Issuances Clause in Contracts

Exemption from Registration; Valid Issuances. The sale and issuance of the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Section 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares or any Blackout Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, any Blackout Shares, or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares and any Blackout Shares shall not subject the Investor to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Put Preferred Stock, the Conversion Shares, the Warrant and the Warrant Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall will be properly issued pursuant to Section Rule 4(2), Regulation D and/or any applicable state securities law. When issued and paid for as herein providedissued, the Put Preferred Stock, the Conversion Shares and any Blackout the Warrant Shares shall will be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Put Shares Preferred Stock, the Conversion Shares, the Warrant or any Blackout the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or Agreement, the Registration Rights Agreement shall or the Warrant will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Put Preferred Stock, the Conversion Shares, any Blackout Shares, the Warrant Shares or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares Preferred Stock, the Conversion Shares, and any Blackout the Warrant Shares shall not subject the Investor to personal liability by reason of the ownership possession thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Put Units and the Shares and any Blackout Shares Warrants included therein, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth in this Agreementherein, may and shall be properly issued by the Company to the undersigned, pursuant to Section 4(2), Regulation D and/or any applicable state lawthe laws of the United Kingdom and the Articles of Association of the Company. When issued and paid for as herein provided, the Put Shares and any Blackout Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares or any Blackout Shares and Warrants pursuant to, nor the Company's performance of its obligations under, this Agreement or the Registration Rights Agreement shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, any Blackout Shares, Shares or any of the assets of the Company, or (ii) entitle the other holders of Outstanding Capital the Shares of the Company to preemptive or other rights to subscribe to or acquire the Capital Ordinary Shares or other securities of the Company. The Put Shares and any Blackout Shares shall not subject the Investor undersigned to personal liability by reason of the ownership thereof.

Exemption from Registration; Valid Issuances. The sale and issuance Subject to the accuracy of the Put Investor’s representations in Article III, the sale of the Convertible Debenture and the Conversion Shares and will not require registration under the Securities Act and/or any Blackout Shares applicable state securities law. When validly converted in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Section 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein providedConvertible Debenture, the Put Conversion Shares and any Blackout Shares shall will be duly and validly issued, fully paid, and nonassessablenon-assessable. Neither the sales of the Put Shares or any Blackout Convertible Debenture and the Conversion Shares pursuant to, nor the Company's ’s performance of its obligations under, this Agreement or the Registration Rights Agreement shall Convertible Debenture will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Put SharesConvertible Debenture or the Conversion Shares or, any Blackout Sharesexcept as contemplated herein, or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to for or acquire the Capital Shares or other securities of the Company. The Put Shares Convertible Debenture and any Blackout the Conversion Shares shall not subject the Investor to personal liability to the Company or its creditors by reason of the ownership possession thereof.

Exemption from Registration; Valid Issuances. The sale and issuance of the Warrants, the Warrant Shares, and the Put Shares and any Blackout Shares in accordance with the terms and on the bases of the representations and warranties set forth in this Agreement, may and shall be properly issued pursuant to Section Rule 4(2), Regulation D and/or any applicable state law. When issued and paid for as herein provided, the Put Shares and any Blackout the Warrant Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Put Shares Shares, the Warrants, or any Blackout the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement or Agreement, the Registration Rights Agreement Agreement, or the Warrants shall (i) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put Shares, any Blackout the Warrant Shares, or any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe to or acquire the Capital Shares or other securities of the Company. The Put Shares and any Blackout the Warrant Shares shall not subject the Investor to personal liability by reason of the ownership thereof.