Issuance of Conversion Shares and Warrant Shares. The Conversion Shares and Warrant Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Conversion Shares and Warrant Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Warrant Shares are duly authorized and reserved for issuance and, upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Conversion Shares and Warrant Shares. As of the Closing, the Company shall have duly authorized and reserved for issuance free of pre-emptive rights at least the Reservation Amount of Common Stock for issuance upon conversion of the Notes or upon exercise of the Warrants. The “Reservation Amount” shall mean 110% of the maximum number of shares of Common Stock necessary to enable the Company to satisfy all obligations to the Buyers to issue Common Stock upon conversion of the Notes and exercise of the Warrants, provided that for purposes of determining the number of shares of Common Stock that would be required to be delivered by the Company to cover interest which accrues on the Notes, the Company shall assume an amount of interest equal to the interest that would accrue during the three hundred sixty-five (365) day period following the Closing Date assuming $2.68 as the price of the Common Stock. Upon conversion or issuance in accordance with the terms of the Notes or upon exercise or issuance in accordance with the terms of the Warrants, as applicable, the Conversion Shares and the Warrant Shares, as the case may be, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, other than any liens or encumbrances created by or imposed by the Buyers, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of each of the Buyers in this Agreement, the issuance by the Company of the Securities is exempt from registration under the Securities Act and applicable state securities laws.
Issuance of Conversion Shares and Warrant Shares. The sale of the Preferred Stock, the issuance of the Conversion Shares pursuant to conversion of the Preferred Stock and the issuance of the Warrant Shares pursuant to exercise of the Warrant shall be made in accordance with the provisions and requirements of Section 4(2), Section 3(a)(9), Regulation D and/or any applicable state law.
Issuance of Conversion Shares and Warrant Shares. The Conversion Shares (issuable, and applicable, only upon an event of default as described in Section 3 of the Note) are duly authorized and reserved for issuance and, upon conversion of the Note (only upon an event of default as described in Section 3,2 of the Note) in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Warrant Shares are duly authorized and reserved for issuance and, upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Conversion Shares and Warrant Shares. Upon issuance of the Conversion Shares, in accordance with the terms of the Notes, the Conversion Shares will be duly issued, fully paid and nonassessable, and will be free from all taxes, liens and charges with respect to the issue thereof. Upon issuance of the Warrant Shares upon exercise of the Warrants, against payment therefor and in accordance with the terms of the Warrants, the Warrant Shares will be duly issued, fully paid and nonassessable, and will be free from all taxes, liens and charges with respect to the issue thereof.
