Common use of Issuance of Securities Clause in Contracts

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all Encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The issuance of the Securities are is duly authorized andand the Securities, upon issuance in accordance with the terms hereofwhen issued, shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessablenonassessable, and will be free from and clear of all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessablenonassessable, and are free from and clear of all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereofof this Agreement, shall will be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens, claims, encumbrances and charges with respect to the issue thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will be issued in compliance with all applicable United States federal and state securities Lawsnot impose personal liability on the holders thereof.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance when issued and paid for in accordance with the terms hereofapplicable Transaction Documents, shall will be duly and validly issued, fully paid and non-assessablenonassessable, free and free from clear of all Encumbrances with respect to liens imposed by the issue thereof, and will be issued Company other than restrictions on transfer provided for in compliance with all applicable United States federal and state securities Lawsthe Transaction Documents.

Issuance of Securities. The issuance, sale and delivery of the Securities are have been duly authorized by all requisite corporate action by the Company and, upon issuance in accordance with the terms hereofOffering Documents, shall be (a) duly authorized, validly issued, fully paid and non-assessable, and (b) free from all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, validly issued and free from all Encumbrances Taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessablenonassessable, and are free from all Encumbrances taxes, liens and charges with respect to the issue thereof, . The Conversion Shares issuable upon conversion of the Securities have been duly authorized and reserved for issuance. Upon conversion or exercise in accordance with the Securities the Conversion Shares will be issued in compliance with all applicable United States federal duly issued, fully paid and state securities Lawsnonassessable.

Issuance of Securities. The issuance of the Securities are is duly authorized andby the Company and the Securities, upon issuance in accordance with the terms hereofwhen issued, shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issue issuance thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereofhereof and thereof, shall be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereofof this Agreement, shall will be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens, claims, encumbrances and charges with respect to the issue thereofthereof (other than those imposed through acts or omissions of the Investor), and will not be issued in compliance with all applicable United States federal and state securities Lawssubject to preemptive rights of stockholders of the Company.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, issued and fully paid and non-assessable(nonassessable), and will be free from and clear of all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance in accordance with the terms hereofof the Transaction Documents, shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances liens, charges and other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States other than as a result of any action of the Holder or under federal and or state securities Lawslaws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and free from all Encumbrances encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Lawslaws.

Issuance of Securities. The issuance of the Securities are duly authorized and, and upon issuance in accordance with the terms hereof, of the Exchange Documents shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances taxes, liens, charges and other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized andSecurities, upon issuance when issued and paid for in accordance with the terms hereof, shall will be duly issuedauthorized, fully paid validly issued and non-assessable, assessable and free from all Encumbrances preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof, thereof and the Securities will be issued in compliance fully paid with the holders being entitled to all applicable United States federal and state securities Lawsrights accorded to a holder of the Securities, as appropriate.

Issuance of Securities. The Securities are duly authorized and, upon issuance and when issued and paid for in accordance with the terms hereof, shall will be duly validly issued, fully paid and non-assessable, and free from all Encumbrances with respect to taxes, liens, claims and encumbrances (other than those imposed through acts or omissions of the issue Purchaser thereof), and will not be issued in compliance with all applicable United States federal subject to preemptive rights or other similar rights of shareholders of the Company and state securities Lawswill not impose personal liability upon the holder thereof.

Issuance of Securities. The Securities are duly authorized and, upon issuance when issued and paid for in accordance with the terms hereofTransaction Agreements, shall will be duly and validly issued, fully paid and non-assessablenonassessable, free and free from clear of all Encumbrances with respect to the issue thereofliens, claims, charges and will be issued encumbrances other than restrictions on transfer provided for in compliance with all this Agreement and applicable United States state and federal and state securities Lawslaws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, validly issued and free from all Encumbrances taxes, liens and charges with respect to the issue thereofthereof and the Securities shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Series A Preferred Stock and/or Warrants, as the case may be. The offer and will be issued in compliance with all applicable United States federal and state securities Lawsissuance by the Company of the Securities are exempt from registration under the 1933 Act.

Issuance of Securities. The Securities are have been duly authorized and, upon issuance in accordance with the terms hereofof this Agreement, shall will be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens, claims and encumbrances and charges with respect to the issue issuance thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessablenonassessable, and will be free from and clear of all Encumbrances taxes, liens and charges with respect to the issue thereof. 1 NOTE: Understand there are still preemptive rights outstanding, and will be issued in compliance with all applicable United States federal and state securities Lawsthey have not been waived.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly validly issued, fully paid and non-assessable, and free from all Encumbrances taxes, liens and charges with respect to the issue thereof. The Warrant Shares are duly authorized and when issued upon exercise of the Warrant, shall be validly issued, fully paid and non-assessable, and will be issued in compliance free from all taxes, liens and charges with all applicable United States federal and state securities Lawsrespect to the issue thereof.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and and, other than restrictions on transferability, free from all Encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The issuance of the Securities are is duly authorized and, and upon issuance in accordance with the terms hereof, of the Transaction Documents shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities LawsLiens.

Issuance of Securities. The Securities are have been duly authorized and, upon issuance and payment therefore in accordance with the terms hereof, shall be duly (i) validly issued, fully paid and non-assessable, assessable and (ii) free from all Encumbrances liens, charges and other encumbrances with respect to the issue issuance thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The issuance of the Securities are is duly authorized and, and upon issuance in accordance with the terms hereof, of the Exchange Documents shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances taxes, liens, charges and other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.

Issuance of Securities. The Securities are duly authorized and, upon issuance when issued and paid for in accordance with the terms hereofthis Agreement, shall will be duly and validly issued, fully paid and non-assessablenonassessable, free and free from clear of all Encumbrances with respect to liens imposed by the issue thereof, and will be issued in compliance with all applicable United States federal and state securities LawsCorporation.

Issuance of Securities. The issuance of the Securities are is duly authorized and, upon issuance in accordance with the terms hereofof the Transaction Documents, shall be duly validly issued, fully paid and non-assessable, assessable and free from all Encumbrances liens, charges and other encumbrances with respect to the issue thereof, and will be issued in compliance with all applicable United States other than as a result of any action of Manager or under federal and or state securities Lawslaws.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly (i) validly issued, fully paid and non-assessable, and (ii) free from all Encumbrances taxes, liens and charges with respect to the issue thereof, thereof and will be issued (iii) entitled to the rights and preferences set forth in compliance with all applicable United States federal and state securities Lawsthe Company’s Certificate of Incorporation.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessablenonassessable, and are free from all Encumbrances taxes, liens and charges with respect to the issue thereof, . The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and reserved for issuance. Upon exercise in accordance with the Warrants the Warrant Shares will be issued in compliance with all applicable United States federal duly issued, fully paid and state securities Lawsnonassessable.

Issuance of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereofhereof and the Units and the Warrants, and in connection with the Warrants, upon payment of the exercise price thereof, shall be duly issued, fully paid and non-assessablenonassessable, and will be free from and clear of all Encumbrances taxes, liens and charges with respect to the issue thereof, and will be issued in compliance with all applicable United States federal and state securities Laws.