Common use of Issuance, Sale and Delivery of the Shares Clause in Contracts

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, in the case of the Subsequent Shares, to obtaining the Required Stockholder Approval. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth in the Private Placement Memorandum or in any document incorporated by reference therein, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, . The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (the "Warrant Shares"). Except as provided in the case of the Subsequent Sharesother Agreements, to obtaining the Required Stockholder Approval. No no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares Securities by the Company pursuant to this Agreement. Except as set forth disclosed in the Private Placement Memorandum or in any document incorporated by reference thereinMemorandum, no stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s 's intent to file the registration statement to be filed by it pursuant to Section 7.1 hereof (the “"Registration Statement”")) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Upon filing of the Certificate with the Secretary of State of the State of Delaware, the Shares have been to be issued at the Closing will be duly authorized andauthorized, and all such Shares when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, in the case of the Subsequent Shares, to obtaining the Required Stockholder Approval. No preemptive rights or other rights (except rights that have been waived by holders of such rights) to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth in the Private Placement Memorandum or in any document incorporated by reference therein, no No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time time) following notification of the Company’s 's intent to file the a registration statement to be filed by it on behalf of the Purchasers pursuant to Section 7.1 hereof (the “"Registration Statement”)") to require the Company to register the sale of any shares securities owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated hereinherein other than (i) approval by the stockholders of the increase in authorized Common Stock contemplated by the Certificate and (ii) as may be required by Rule 4350 of the Nasdaq National Market Qualitative Listing Requirements.

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in accordance with this Agreement, Agreement will be duly authorized, validly issued, fully paid and nonassessablenonassessable and free and clear of all pledges, subjectliens, in the case restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws) as a result of the Subsequent Shares, to obtaining the Required Stockholder ApprovalCompany's actions. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth in the Private Placement Memorandum or in any document incorporated by reference thereinSchedule of Exceptions, no stockholder of the Company has any right (which has not been waived or has not expired expired, including by reason of lapse of time following notification of the Company’s 's intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “"Registration Statement”)"`) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares Securities have been duly authorized andauthorized. The Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, . The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants (the “Warrant Shares”). Except as provided in the case of the Subsequent Sharesother Agreements, to obtaining the Required Stockholder Approval. No no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares Securities by the Company pursuant to this Agreement. Except as set forth disclosed in the Private Placement Memorandum or in any document incorporated by reference thereinMemorandum, no stockholder of the Company Company, other than the Purchasers, has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 hereof (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares Securities to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, and will conform to the description thereof included in the case of the Subsequent Shares, to obtaining the Required Stockholder ApprovalPrivate Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth disclosed in the Private Placement Memorandum or in any document incorporated by reference thereinMemorandum, no stockholder shareholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder shareholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders shareholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares have -------------------------------------------- been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, and will conform to the description thereof set forth in the case of the Subsequent Shares, to obtaining the Required Stockholder ApprovalPrivate Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth for rights disclosed in the Private Placement Memorandum or in any document incorporated by reference thereinMemorandum, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)waived) to request or require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

Issuance, Sale and Delivery of the Shares. The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, subject, and will conform in all material respects to the description thereof set forth in the case of Registration Statement, the Subsequent Shares, to obtaining Pricing Disclosure Package and the Required Stockholder ApprovalProspectus. No preemptive rights or other rights to subscribe for or purchase any shares of capital stock of the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. Except as set forth in Other than the Private Placement Memorandum or in any document incorporated by reference thereinholder(s) of the warrant and the preferred stock of the Company issued pursuant to the Capital Purchase Program of the U.S. Department of the Treasury, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by it pursuant to Section 7.1 (the “Registration Statement”)time) to require the Company to register the sale of any shares capital stock owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company or any other person will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.